John DeSimone
HERBALIFEAbout John DeSimone
John DeSimone, age 58, is Herbalife’s Chief Financial Officer since March 17, 2024, returning to a role he held from 2010–2018; he previously served as Co‑President and Chief Strategic Officer (2018–2020) and as Special Advisor to the CEO (2023–2024). He holds a B.S. in Business Administration from Bryant College (Bryant University) . Under his finance leadership, FY2024 net sales were $5.0B (down 1.4% y/y; +1.2% in constant currency) and adjusted EBITDA was $634.8M with a 12.7% margin (+140 bps y/y) . In Q3 2025, Herbalife returned to worldwide net sales growth (+2.7% reported; +3.2% constant currency), achieved North America growth for the first time since Q2’21, and reduced total leverage to 2.8x, tracking ahead of debt-reduction goals . Pay v. Performance disclosures indicate weaker cumulative TSR versus peers over four years (company $14.03 vs. peer group $114.10 value for an initial $100 investment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herbalife Ltd. | Chief Financial Officer | 2010–2018 | Led global finance; prior tenure established familiarity with Herbalife’s capital structure and distributor economics . |
| Herbalife Ltd. | Co‑President and Chief Strategic Officer | May 2018–Mar 2020 | Drove strategic initiatives and distributor engagement during post‑transformation period . |
| Herbalife Ltd. | Special Advisor to the CEO | 2023–2024 | Supported leadership transition and strategy before reappointment as CFO . |
| Herbalife Ltd. | Senior VP, Corporate FP&A; Senior VP, Finance & Distributor Operations | 2007–2009 | Built FP&A and distributor operations capabilities preceding CFO role . |
| Herbalife Ltd. | Chief Financial Officer | Mar 17, 2024–Present | Returned as CFO; focused on debt reduction, capital discipline, and growth initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external board or corporate roles disclosed in proxy . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $562,873 | $20,000 (as of 2023 year‑end; Special Advisor) | $6,274 (paid) ; $2,031 (as of 12/31/24; covers health benefits) |
| Target Bonus % of Salary | Not disclosed | 0% (as CFO in 2024; no AIP eligibility) | 0% |
| Actual Bonus Paid ($) | — | — | $0 |
Notes: For 2024, DeSimone’s employment agreement set salary solely to cover health benefits; his incentive opportunity was delivered entirely in stock appreciation rights (SARs) .
Performance Compensation
| Plan/Grant | Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive Plan (Company‑wide) | Operating Income ($M) | 50% | $351.213 | $502.107 (adjusted) | 200.0% | Cash bonus payout scaling; DeSimone’s target bonus was 0% in 2024 . |
| 2024 Annual Incentive Plan (Company‑wide) | Local Currency Net Sales ($M) | 50% | $5,207.775 | $5,079.919 | 87.7% | As above; total weighted payout achieved 143.9% . |
| 2021 PSU cycle (3‑yr 2021–2023) | Local Currency Net Sales (bn) | 50% | Range <$16.58–$23.40 | $16.941 | 56.3% | Vested Feb 2024; total PSU payout 28.1% . |
| 2021 PSU cycle (3‑yr 2021–2023) | Adjusted EBIT (bn) | 50% | Range <$2.11–$3.10 | $2.011 | 0% | As above . |
| 2022 PSU cycle (3‑yr 2022–2024) | Local Currency Net Sales (bn) | 50% | Range <$16.16–$22.82 | $16.050 | 0% | 0% total payout; no vest . |
| 2022 PSU cycle (3‑yr 2022–2024) | Adjusted EBIT (bn) | 50% | Range <$1.91–$2.81 | $1.741 | 0% | As above . |
| 2024 Long‑Term Incentive (Grant) | SARs | — | $7.250M grant value | 1,532,769 SARs @ $9.33 exercise price | — | 50% vests Mar 25, 2025; 50% vests Mar 25, 2026; 10‑yr term . |
Equity Ownership & Alignment
- Stock ownership guidelines: NEOs encouraged to hold Common Shares and unvested RSUs equal to 2× base salary; all current NEOs are in compliance except Mr. Gratziani, who has until Jan 2029 to comply .
- Hedging/pledging: Company prohibits hedging and pledging for employees and directors .
- Clawback: Mandatory recoupment of excess cash/equity incentive comp for Section 16 officers upon material restatement under SEC Rule 10‑D‑1 and NYSE standards; awards under the 2023 Plan subject to clawback .
| Ownership/Outstanding Awards | Detail | Amount |
|---|---|---|
| Beneficial Ownership (Record Date Feb 25, 2025) | Total Common Shares beneficially owned | 225,555; <1% of outstanding . |
| Shares Outstanding | Company total | 101,341,321 . |
| 2016 SARs | Exercisable; $31.255 strike; expire 05/09/2026 | 116,560 . |
| 2017 SARs | Exercisable; $28.595 strike; expire 02/27/2027 | 122,528 . |
| 2023 SARs | 72,282 exercisable; 144,565 unearned; $20.17 strike; expire 02/16/2033 | 216,847 total . |
| 2024 SARs (CFO grant) | 1,532,769 unearned; $9.33 strike; expire 03/25/2034 | Vest 50%/50% on 1st/2nd anniversaries . |
| RSUs (Legacy) | 9,214 unvested from 02/25/2022 | $61,642 market value at $6.69 on 12/31/24 . |
| RSUs (2023) | 65,940 unvested from 02/16/2023 | $441,139 market value at $6.69 on 12/31/24 . |
| 2024 Vested Stock/PSUs | Shares vested in 2024 | 52,834; $463,140 value (includes PSUs vested Feb 2024) . |
| Deferred Compensation | Senior Executive Deferred Compensation Plan balance | $982,235 aggregate at FY‑end 2024 . |
Employment Terms
- CFO Employment Agreement: Effective March 17, 2024; term through March 26, 2026. Grant of SARs with $7.25M grant date fair value; vest 50% on first anniversary of grant date and 50% on second anniversary; 10‑year term . If terminated without cause, pro‑rata portion vests; if involuntarily terminated within 24 months of a change in control, acceleration per Section 15(c) of the 2023 Plan; forfeiture for resignation before full vest or termination for cause .
- Base Salary: As structured in 2024, salary intended only to cover health benefits (nominal level) .
- Severance Plan: For NEOs (excluding CEO), lump sum of 1× annualized base salary upon termination without cause or for good reason; DeSimone’s amount at 12/31/24 was $2,031; pro‑rated annual bonus based on actual performance and days worked; change‑in‑control equity acceleration subject to double‑trigger or non‑assumption conditions under the 2023 Plan .
- Change‑in‑Control: RSUs/PSUs accelerate on double‑trigger or if awards are not assumed/continued; PSUs pay based on performance through a Committee‑set date or at target if undeterminable .
- Good Reason/Cause definitions: Material salary reduction (not across‑the‑board), material diminution of duties, or relocation >50 miles (with notice and cure provisions); Cause includes failures of duty, criminal acts, willful dishonesty/misconduct causing material harm, securities law violations, etc. .
- Policies and Perquisites: Anti‑hedging/pledging, insider trading policy filed as Exhibit 19.1 to the 2024 Form 10‑K ; life insurance and 401(k) matching programs; DeSimone’s “All Other Compensation” included $513 executive life insurance and $892 401(k) match in 2024 .
Multi‑Year Compensation (Summary Compensation Table)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $562,873 | Not listed as NEO | $6,274 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $2,249,961 | — | — |
| Option Awards ($) | — | — | $7,249,997 |
| Non‑Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | $23,435 | — | $1,405 |
| Total ($) | $2,836,269 | — | $7,257,676 |
Governance, Peer Group, and Say‑on‑Pay
- Compensation Practices: No excise tax gross‑ups; no repricing or back‑dating; minimum vesting; no supplemental retirement; robust clawback; share ownership guidelines .
- Peer Group (for 2024 pay decisions; updated July 2024): BellRing Brands, Campbell Soup, Church & Dwight, Clorox, Conagra Brands, Coty, Edgewell, Hain Celestial, International Flavors & Fragrances, J.M. Smucker, Medifast, McCormick, Nu Skin, Post Holdings, Spectrum Brands, TreeHouse Foods; Herbalife removed Tupperware for 2025 pay decisions .
- Say‑on‑Pay Results: 2023 support ~89.9% of votes cast ; 2024 support ~95.9% .
Investment Implications
- Pay-for-performance alignment: DeSimone’s 2024 compensation is predominantly equity via SARs with two equal annual vesting tranches (Mar 2025/Mar 2026) and no cash bonus eligibility, reinforcing alignment with share price performance and capital discipline .
- Vesting/selling pressure: Two concentrated SAR vesting dates (Mar 2025 and Mar 2026) may create potential Form 4 activity; Company encourages Rule 10b5‑1 plans, and anti‑hedging/anti‑pledging policies reduce misalignment risk .
- Retention and change‑in‑control protection: Pro‑rata vesting upon termination without cause and double‑trigger acceleration under the 2023 Plan support retention while balancing shareholder protections; severance tied to nominal base salary suggests limited cash exposure .
- Execution track record: Under DeSimone’s finance oversight, FY2024 improved adjusted EBITDA margin and leverage declined; in Q3 2025 Herbalife returned to growth and further reduced debt, though historical TSR underperforms peers per pay‑vs‑performance disclosures, warranting continued monitoring of margin sustainability and deleveraging trajectory .