Rob Levy
HERBALIFEAbout Rob Levy
Rob Levy is 66 and a 30-year Herbalife operator who joined in November 1994; he holds a B.A. in economics from Boston University and will become President, Worldwide Markets effective May 1, 2025, after serving as Managing Director, International and leading every region during his tenure . Company performance during the latest year included FY2024 net sales of $5.0B (down 1.4% YoY; up 1.2% in local currency) and adjusted EBITDA of $634.8M with a 12.7% margin (+140 bps YoY), alongside a $100 TSR value of $14.03 for 2024 (peer TSR $114.10) and $32.01 for 2023 . The Board is reintroducing PSUs in 2025 (50% of LTI) after a pause, signaling renewed emphasis on multi‑year performance alignment, while maintaining anti‑hedging/pledging and clawback policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herbalife | President, Worldwide Markets | Effective May 1, 2025 | Leads worldwide markets; all Regional Managing Directors report to Levy |
| Herbalife | Managing Director, International | May 2024 – Apr 2025 | Responsible for strategy, sales, and marketing across 43 international markets |
| Herbalife | Regional President, Americas | Jul 2023 – May 2024 | Led Americas region operations and growth |
| Herbalife | EVP, Worldwide Distributor Relations | Aug 2022 – Jun 2023 | Global distributor engagement and relations |
| Herbalife | EVP, Worldwide Distributor Affairs & Latin America | Dec 2019 – Aug 2022 | Oversaw distributor affairs and LATAM region |
| Herbalife | EVP, Americas & Worldwide Distributor Affairs | May 2018 – Dec 2019 | Regional P&L and global distributor policy |
| Herbalife | EVP, Americas | Aug 2017 – May 2018 | Led Americas commercial operations |
| Herbalife | EVP, APAC, China, EMEA & Worldwide Sales & Marketing | Dec 2013 – Aug 2017 | Multi‑region leadership; global sales/marketing direction |
| Herbalife | Various operations/sales roles (joined Nov 1994) | 1994 – 2013 | Successive roles across global operations, sales, and distributor‑facing functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herbalife Family Foundation | Board member | 2024–present | Oversees global grants; public advocate for Casa Herbalife program |
Fixed Compensation
| Year/Agreement | Base Salary ($) | Target Bonus % | Max Bonus | Notes |
|---|---|---|---|---|
| 2025 President, Worldwide Markets (8‑K) | 640,000 | 80% of base | 200% of target | Prorated FY2025 equity award $933,333; mix: 50% PSUs, 25% RCUs, 25% SARs |
| 2022 NEO (Proxy) | 566,500 | Not disclosed | N/A | Non‑equity incentive payout for 2022 was $0 for Levy |
Performance Compensation
Annual Incentive Plan Design and Outcomes
| Year | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2022 | Operating Income | 60% | Preset by Committee | Company missed bonus metrics (Levy earned $0) | 0% |
| 2022 | Volume Points | 40% | Preset by Committee | Company missed bonus metrics (Levy earned $0) | 0% |
PSUs (Design and Results)
| Grant | Performance Period | Metrics | Weighting | Criteria Range | Actual Achievement | Total Payout |
|---|---|---|---|---|---|---|
| 2021 PSU cohort (company‑wide) | 2021–2023 | Local Currency Net Sales; Adjusted EBIT | 50% / 50% | Net Sales: < $16.58–$23.40B; Adjusted EBIT: < $2.11–$3.10B | Net Sales $16.941B (56.2% ach.); Adjusted EBIT $2.011B (0% ach.) | 28.1% of target |
| 2025 PSUs (Levy) | 2025–2026 cumulative | Same metrics as EVPs; cumulative goals FY2025–2026 | 50% of LTI value | Set by Committee for EVPs | Vests based on cumulative goal achievement | Cliff vest on 3rd anniversary |
Equity Award Structure and Vesting (Levy)
| Award Type | Grant Date | Quantity | Vesting | Exercise/Base | Expiration/Cliff |
|---|---|---|---|---|---|
| PSUs | 02/20/2020 | 17,579 | Performance; vested 12/31/2022; certified Feb 2023 | N/A | 12/31/2022 (certified Feb 2023) |
| RSUs | 02/20/2020 | 2,576 | 20%/20%/60% annually | N/A | 3‑year schedule |
| PSUs | 02/19/2021 | 10,086 | Performance; scheduled 12/31/2023 | N/A | 12/31/2023 (Committee certified Feb 2024 overall cohort) |
| RSUs | 02/19/2021 | 2,690 | 20%/20%/60% annually | N/A | 3‑year schedule |
| PSUs | 02/25/2022 | 13,308 | Performance; scheduled 12/31/2024 | N/A | 12/31/2024 |
| RSUs | 02/25/2022 | 4,436 | 20%/20%/60% annually | N/A | 3‑year schedule |
| RSUs | 12/09/2022 | 94,637 | 100% on 2nd anniversary | N/A | 12/09/2024 |
| FY2025 Equity (PSUs) | 2025 grant | 50% of $933,333 value | Cliff vest on 3rd anniversary, performance‑based | N/A | 3‑year cliff |
| FY2025 Equity (RCUs) | 2025 grant | 25% of $933,333 value | Equal annual installments over 3 years | N/A | 3 tranches |
| FY2025 Equity (SARs) | 2025 grant | 25% of $933,333 value | Equal annual installments over 3 years | Market strike on grant | 10‑year term |
Equity Ownership & Alignment
- Stock ownership guidelines: NEOs encouraged to hold shares/RSUs equal to 2× salary; CEO 5×; directors 5×; executives/directors expected to refrain from selling until in compliance .
- Anti‑hedging and anti‑pledging: Company prohibits hedging and pledging by all employees and directors; Section 16 officers encouraged to use 10b5‑1 plans .
- Clawback: SEC/NYSE‑compliant clawback for Section 16 officers on excess cash/equity incentive comp upon restatement; all awards subject to clawback policies .
Options/SARs Outstanding (Levy, as of 12/31/2022)
| Grant Date | Type | Number Exercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/19/2013 | SAR/Option | 39,346 | 39.79 | 12/19/2023 |
| 04/30/2014 | SAR/Option | 40,030 | 29.99 | 04/30/2024 |
| 03/02/2015 | SAR/Option | 84,828 | 15.22 | 03/02/2025 |
| 05/09/2016 | SAR/Option | 43,668 | 31.255 | 05/09/2026 |
| 02/27/2017 | SAR/Option | 45,902 | 28.595 | 02/27/2027 |
| Notes | Fully vested as of 12/31/2022 per footnote (10) | — | — |
Unvested RSU/PSU Balances and Market Values (Levy, as of 12/31/2022)
| Award | Units Unvested | Market/Payout Value ($) | Vesting Notes |
|---|---|---|---|
| RSUs (02/20/2020) | 17,579 | 261,576 | PSUs for 2020 cohort; certified Feb 2023 |
| RSUs (02/20/2020) | 2,576 | 38,331 | 20/20/60 schedule |
| PSUs (02/19/2021) | 10,086 | 150,080 | Scheduled 12/31/2023 |
| RSUs (02/19/2021) | 2,690 | 40,027 | 20/20/60 schedule |
| PSUs (02/25/2022) | 13,308 | 198,023 | Scheduled 12/31/2024 |
| RSUs (02/25/2022) | 4,436 | 66,008 | 20/20/60 schedule |
| RSUs (12/09/2022) | 94,637 | 1,408,199 | 100% on second anniversary (12/09/2024) |
Employment Terms
- Severance: Under the Executive Officer Severance Plan, termination without cause or for good reason (not in connection with a CIC): $566,500; in connection with CIC: $566,500; eligible pro‑rata bonus based on actual full‑year results; equity acceleration valued at $1,900,667 (CIC), $78,358 (CIC without termination); amounts based on stock price $14.88 on 12/30/2022 .
- Change‑of‑control mechanics: For RSUs granted pre‑2022, Committee has discretion to accelerate at CIC; for 2022 RSUs and PSUs, double trigger—if involuntarily terminated within 24 months post‑CIC or awards not assumed, RSUs vest and PSUs pay based on performance through Committee‑set date or target if not determinable .
- Policies: Robust clawback on incentive comp; anti‑hedging and anti‑pledging; insider trading policy on file; strong ownership guidelines (See Equity Ownership & Alignment) .
Performance & Track Record
- FY2024 business outcomes: Net sales $5.0B (−1.4% YoY; +1.2% local currency), adjusted EBITDA $634.8M; EBITDA margin 12.7% (+140 bps); leverage reduced to 3.2× from 3.9× after $1.6B refinancing and ~$250M debt reduction .
- PSU performance signal: 2021–2023 PSU cohort paid 28.1% of target, reflecting below‑target multi‑year metrics (Net Sales 56.2% achievement; Adjusted EBIT 0%) .
- TSR context: $100 investment value was $14.03 in 2024 and $32.01 in 2023, indicating challenging equity performance relative to peers (peer TSR $114.10 in 2024) .
Compensation Governance Signals
- Say‑on‑Pay: 2024 advisory support of ~95.9% signals investor acceptance of pay structure emphasizing profitability and long‑term value .
- 2025 LTI design: Reintroduces PSUs (50% of LTI) after 2023–2024 pause, strengthening multi‑year pay‑for‑performance; balance of SARs/RSUs aims to align with shareholder value and retention .
- Risk controls: No excise tax gross‑ups; no repricing/back‑dating; double‑trigger CIC; anti‑hedging/pledging; clawback .
Investment Implications
- Upcoming vesting/selling pressure: Levy’s 12/09/2022 RSUs vested 100% on 12/09/2024; 2025 awards (RCUs/SARs) vest in equal annual tranches over three years, while PSUs cliff‑vest at year 3 based on cumulative FY2025–2026 goals—expect potential Form 4 activity around scheduled vest dates and annual windows, subject to 10b5‑1 plans and policy constraints .
- Alignment vs performance: Levy’s 2025 mix (50% PSUs) and company clawback/ownership policies improve incentive alignment, but recent PSU payouts (28.1%) and weak TSR highlight execution risk in achieving multi‑year financial targets and share appreciation .
- Retention economics: 2025 base $640K with 80% target bonus and structured three‑year equity vesting provides retention “glue”; double‑trigger CIC and defined severance mitigate turnover risk while capping windfalls, balancing continuity with shareholder protections .
- Policy red flags mitigated: No pledging allowed; robust clawback; no option repricing; however, watch performance goal calibration and PSU certification practices for tightening or loosening standards across cycles .