Herbalife Ltd. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

7. Share-Based Compensation

The Company has share-based compensation plans, which are more fully described in Note 9, Share-Based Compensation, to the Consolidated Financial Statements included in the 2022 10-K. During the six months ended June 30, 2023, the Company granted restricted stock units subject to service conditions and stock appreciation rights, or SARs, subject to service conditions.

Share-based compensation expense amounted to $11.2 million and $13.7 million for the three months ended June 30, 2023 and 2022, respectively, and $22.0 million and $26.1 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the total unrecognized compensation cost related to all non-vested stock awards was $102.1 million and the related weighted-average period over which it is expected to be recognized is approximately 2.2 years.

The following table summarizes the activity for all SARs under the Company’s share-based compensation plans for the six months ended June 30, 2023:


	Number of Awards			Weighted-Average Exercise Price Per Award		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value(1)
	(in thousands)						(in millions)
Outstanding as of December 31, 2022(2)		3,074		$	24.21	4.6 years	$	0.3
Granted		1,094		$	14.90
Exercised		(7	)	$	15.22
Forfeited(3)		(266	)	$	28.61
Outstanding as of June 30, 2023(2)		3,895		$	21.31	5.9 years	$	—
Exercisable as of June 30, 2023(4)		2,017		$	27.46	2.4 years	$	—
Vested and expected to vest as of June 30, 2023(4)		3,834		$	21.42	5.8 years	$	—

(1)

The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.

(2)

Includes 0.7 million and 0.8 million performance condition SARs as of June 30, 2023 and December 31, 2022, respectively.

(3)

Includes 0.1 million performance condition SARs

(4)

Includes 0.7 million performance condition SARs

The weighted-average grant date fair value of SARs granted during the three months ended June 30, 2023 was $6.09. There were no SARs granted during the three months ended June 30, 2022. The weighted-average grant date fair value of SARs granted during the six months ended June 30, 2023 was $6.71. There were no SARs granted during the six months ended June 30, 2022. There were no SARs exercised during the three months ended June 30, 2023. The total intrinsic value of SARs exercised during the three months ended June 30, 2022 was $0.1 million. The total intrinsic value of SARs exercised during the six months ended June 30, 2023 and 2022 was less than $0.1 million and $0.4 million, respectively.

The following table summarizes the activities for all restricted stock units under the Company’s share-based compensation plans for the six months ended June 30, 2023:


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Outstanding and nonvested as of December 31, 2022(1)		4,538		$	33.14
Granted		3,691		$	13.80
Vested		(1,173	)	$	37.82
Forfeited		(347	)	$	27.92
Outstanding and nonvested as of June 30, 2023(1)		6,709		$	21.95
Expected to vest as of June 30, 2023(2)		6,101		$	20.55

(1)

Includes 520,138 performance-based restricted stock units as of both June 30, 2023 and December 31, 2022, which represents the maximum amount that can vest.

(2)

Includes 68,300 performance-based restricted stock units.

The total vesting date fair value of restricted stock units which vested during the three months ended June 30, 2023 and 2022 was $2.8 million and $1.1 million, respectively. The total vesting date fair value of restricted stock units which vested during the six months ended June 30, 2023 and 2022 was $22.8 million and $33.5 million, respectively.