Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 22, 2018, the Company announced that its Board of Directors (the “Board”) appointed John DeSimone,
Co-President
and Chief Strategic Officer, Dr. John Agwunobi, the Company’s
Co-President
and Chief Health and Nutrition Officer and Shin-Shing Bosco Chiu, the Company’s Chief Financial Officer. Each appointment will be effective May 1, 2018.
Mr. DeSimone and Dr. Agwunobi will be succeeding Des Walsh, who will be transitioning into his new position as the Company’s Executive Vice-Chair, and
Mr. Chiu will be succeeding Mr. DeSimone.
Mr. DeSimone, age 51, has served as the Company’s Chief Financial Officer since December 2009. Prior
to his appointment as Chief Financial Officer, Mr. DeSimone served as the Company’s Senior Vice President, Finance and Distributor Operations since January 2009 and the Company’s Senior Vice President, Corporate Financial Planning and
Analysis since October 2007. In connection with his appointment, Mr. DeSimone will have: (i) effective May 1, 2018, an annual salary of $619,000 and a target annual cash incentive equal to 75% of his base salary, subject to actual
performance; and (ii) effective February 26, 2018, a long-term incentive award consisting of performance stock units with a grant date fair value of $960,000 and time-vested restricted stock units with a grant date fair value of $320,000.
Additionally, Mr. DeSimone will be eligible to receive severance compensation on the same terms and conditions as set forth in his severance agreement currently in effect.
Since February 2016, Dr. Agwunobi, age 53, has served as the Company’s Chief Health and Nutrition Officer. Prior to joining the Company,
Dr. Agwunobi served as an advisor to Shopko Stores Operating Co. LLC from June 2015 to November 2016 and as a member of the “Future” Panel of Leavitt Partners LLC from April 2014 to February 2016. Dr. Agwunobi also served as
Senior Vice President and President Health and Wellness for Walmart Stores, Inc. from September 2007 to April 2014. In connection with his appointment, Dr. Agwunobi will have: (i) effective May 1, 2018, an annual salary of $525,000
and a target annual cash incentive equal to 75% of his base salary, subject to actual performance; and (ii) effective February 26, 2018, a long-term incentive award consisting of performance stock units with a grant date fair value of
$960,000 and time-vested restricted stock units with a grant date fair value of $320.000. Additionally, effective on May 1, 2018, Dr. Agwunobi will participate in the Herbalife International of America, Inc. Executive Officer Severance
Plan in accordance with the terms and conditions thereof.
Mr. Chiu, age 51, has served as the Company’s Senior Vice President and Principal
Accounting Officer since November 1, 2011. Prior to his appointment as the Company’s Senior Vice President and Principal Accounting Officer, Mr. Chiu served as the Company’s Vice President, Controller and Principal Accounting
Officer from August 2010 through October 2011, the Company’s Vice President, Controller from November 2006 until July 2010, the Company’s Senior Director, Assistant Corporate Controller from May 2006 until November 2006, the Company’s
Senior Director, Financial Reporting from December 2001 until May 2006, the Company’s Director, Financial Reporting from December 1999 until December 2001, the Company’s Senior Manager, International Accounting from May 1998 until December
1999, the Company’s Manager, International Accounting from January 1997 until May 1998, the Company’s Supervisor, International Accounting from January 1996 through December 1996, and the Company’s Senior International Accountant from
August 1993 through December 1995. In connection with his appointment, Mr. Chiu will have: (i) effective May 1, 2018, an annual salary of $430,000 and a target annual cash incentive equal to 60% of his base salary, subject to actual
performance; and (ii) effective February 26, 2018, a long-term incentive award consisting of performance stock units with a grant date fair value of $487,500 and time-vested restricted stock units with a grant date fair value of $162,500.
Additionally, effective on May 1, 2018, Mr. Chiu will participate in the Herbalife International of America, Inc. Executive Officer Severance Plan in accordance with the terms and conditions thereof.
Each of Messrs. DeSimone and Chiu and Dr. Agwunobi, is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation
S-K.