INFORMATION ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS AND VOTING
The Board of Directors of WW International, Inc. is soliciting proxies for the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) to be held virtually via live audio webcast at www.cesonlineservices.com/ww25_vm on Friday, June 6, 2025, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2025 Annual Meeting, and at any and all adjournments or postponements thereof. It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 21, 2025.
Who is entitled to vote?
As of the close of business on April 2, 2025 (such date and time, the “Record Date”), there were 80,259,742 shares of common stock, no par value per share, of the Company (the “Common Stock”) outstanding. If you are a shareholder of record or a beneficial owner of Common Stock on the Record Date, you are entitled to receive notice of and to vote at the 2025 Annual Meeting and at any and all adjournments or postponements of the 2025 Annual Meeting. You are entitled to one vote for each share of Common Stock you hold as a shareholder of record or as beneficial owner for each matter presented for vote at the 2025 Annual Meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by or on behalf of the Company. As the shareholder of record, you have the right to grant your proxy to the persons named in the enclosed proxy card or to vote electronically during the 2025 Annual Meeting. The Company has enclosed a proxy card for you to use.
If your shares are held in a bank, brokerage or trustee account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded by a bank, broker, trustee or other nominee to you together with a voting instruction form.
Why is the 2025 Annual Meeting being held via live audio webcast?
The 2025 Annual Meeting will be conducted in an online, virtual format. We are pleased to continue to use the virtual meeting format to facilitate shareholder attendance, voting and questions, and provide cost savings for our shareholders and the Company, by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows shareholders to participate fully from any location without the cost of travel and will provide the same rights and advantages of a physical meeting. Shareholders will be able to ask questions electronically during the meeting, providing our shareholders with the opportunity for meaningful engagement with the Company.
How do I participate in the virtual meeting?
In order to participate in the 2025 Annual Meeting, you must be a shareholder of record or a beneficial owner of Common Stock on the Record Date and have your Control Number. If you are a shareholder of record and want to participate in the 2025 Annual Meeting, you must register in advance following the instructions below under “If I am a shareholder of record, how do I access my Control Number and how do I vote?”. If you are a beneficial owner and hold your shares through an intermediary, such as a bank, brokerage or trustee account or by another nominee, and want to participate in the 2025 Annual Meeting, you must register in advance following the instructions below under “If I am a beneficial owner of shares held in street name, how do I access my Control Number and how do I vote?”. Participants may access the 2025 Annual Meeting by visiting www.cesonlineservices.com/ww25_vm. You also will be able to vote your shares electronically when
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with interested parties outside the meeting as described below under “How can interested parties communicate with the Board of Directors?” The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders.
If I am a shareholder of record, how do I access my Control Number and how do I vote?
As a shareholder of record (i.e., you hold your shares through our transfer agent, Computershare), you may vote the shares held in your name.
If you do not wish to participate in the 2025 Annual Meeting via webcast, you may vote in advance as follows:
1. Over the Internet: go to www.cesvote.com;
2. By telephone: call 1-888-693-VOTE (8683) (toll-free within the United States, U.S. territories and Canada); or
3. By mail: mark, sign and date and promptly mail the enclosed proxy card in the enclosed envelope (postage-prepaid for mailing in the United States).
The deadline for voting by telephone or electronically is 11:59 p.m. Eastern Time, on June 5, 2025.
If you wish to vote electronically while attending the 2025 Annual Meeting via webcast, you may vote while the polls remain open, at www.cesonlineservices.com/ww25_vm by clicking on the ‘Shareholder Ballot’ link located on the left-hand side of the meeting page under the ‘Meeting Materials’ section. As a shareholder of record, you must pre-register by 10:00 a.m. Eastern Time on June 5, 2025 to participate in the 2025 Annual Meeting remotely, by visiting the website www.cesonlineservices.com/ww25_vm with your Control Number found on your proxy card and following the instructions.
Even if you plan to attend the 2025 Annual Meeting via webcast, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2025 Annual Meeting.
If I am a beneficial owner of shares held in street name, how do I access my Control Number and how do I vote?
As a beneficial owner of shares, you have the right to direct your bank, broker, trustee or other nominee how to vote your shares.
If you do not wish to participate in the 2025 Annual Meeting via webcast, you may vote by providing voting instructions to your bank, broker, trustee or other nominee. Subject to and in accordance with the instructions provided by your bank, broker, trustee or other nominee, you may vote in one of the following manners: over the Internet, by telephone or by mail.
Beneficial owners of shares may also vote electronically while attending the 2025 Annual Meeting via webcast, while the polls remain open, at www.cesonlineservices.com/ww25_vm by clicking on the ‘Shareholder Ballot’ link located on the left-hand side of the meeting page under the ‘Meeting Materials’ section. As a beneficial owner of shares, you must pre-register by 10:00 a.m. Eastern Time on June 5, 2025 to participate in the 2025 Annual Meeting remotely, by visiting the website www.cesonlineservices.com/ww25_vm with your Control Number found on your voting instruction form or other communication you received and following the instructions. Since a beneficial owner is not the shareholder of record, you may not vote your shares at the 2025 Annual Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the shares at the 2025 Annual Meeting. Such legal proxy must reflect
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your holdings of Common Stock along with your name and email address. Most banks, brokers or nominees allow a shareholder to obtain a legal proxy either online or by mail. Follow the instructions provided by your bank, broker or nominee. If you request a legal proxy online and do not receive an email containing your legal proxy within two business days of such request, contact your bank, broker or nominee. If you request a legal proxy by mail and do not receive it within five business days of such request, contact your bank or brokerage firm.
You may submit your legal proxy either (i) in advance of the 2025 Annual Meeting by attaching the legal proxy (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to WWRegister@Proxy-Agent.com or (ii) along with your voting ballot during the 2025 Annual Meeting. We must have your legal proxy in order for your vote submitted during the 2025 Annual Meeting to be valid. To avoid any technical difficulties on the day of the 2025 Annual Meeting, we encourage you to submit your legal proxy in advance in an email to WWRegister@Proxy-Agent.com to ensure that your vote is counted, rather than wait to upload your legal proxy during the meeting. Multiple legal proxies must be combined into one document for purposes of uploading them to the 2025 Annual Meeting website.
Your bank, broker, trustee or other nominee will also send you separate instructions describing additional procedures, if any, for voting your shares electronically during the 2025 Annual Meeting.
Even if you plan to attend the 2025 Annual Meeting via webcast, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2025 Annual Meeting.
Why is there information regarding the Internet availability of proxy materials?
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we provide access to our proxy materials over the Internet.
How can I get access to the proxy materials over the Internet?
You can view our proxy materials for the 2025 Annual Meeting on the Internet on our corporate website at corporate.ww.com/MNA.
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors, or if you sign and return the enclosed proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement (i.e., “FOR” the election of each of the Class III director nominees named in this Proxy Statement to the Board of Directors (Proposal 1); “FOR” the ratification of the selection of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as our independent registered public accounting firm for fiscal 2025 (Proposal 2); and “FOR” the advisory approval of the compensation of our named executive officers (Proposal 3)) and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2025 Annual Meeting.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. We encourage you to provide voting instructions to the organization that holds your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker non-vote”. Proposal 2 (Ratification of the Selection of Independent Registered Public Accounting Firm) is considered a routine matter,
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while Proposal 1 (Election of Class III Directors) and Proposal 3 (Advisory Vote to Approve Named Executive Officer Compensation) are considered non-routine matters.
How can I revoke my proxy or change my vote?
You may revoke your proxy or change your voting instructions before the proposals are voted on at the 2025 Annual Meeting as follows:
Shareholders of Record. If you are a shareholder of record, by (i) voting on the Internet or by telephone (only your latest Internet or telephone proxy submitted will be counted), (ii) timely delivering a written revocation or a valid, later-dated proxy to the Corporate Secretary of the Company at the address of the Company’s corporate headquarters, or (iii) virtually attending the 2025 Annual Meeting and voting electronically prior to the polls being closed (virtual attendance at the 2025 Annual Meeting will not itself revoke a proxy).
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, by submitting new voting instructions by contacting your bank, broker, trustee or other nominee, or as otherwise provided in the instructions provided to you by your bank, broker, trustee or other nominee.
How many shares must be present or represented to constitute a quorum for the 2025 Annual Meeting?
The presence, in person or represented by proxy, of a majority of the outstanding shares of the Common Stock entitled to vote at the 2025 Annual Meeting constitutes a quorum. A quorum is necessary in order to conduct business at the 2025 Annual Meeting. Abstentions, withheld votes in the election of directors and broker shares that include broker non-votes that are present and entitled to vote are counted for purposes of determining a quorum. If a quorum is not present, the Company expects that the 2025 Annual Meeting will be adjourned to a later date.
What is the voting requirement to approve each of the proposals?
Proposal 1—Election of Class III Directors. Directors are elected by a plurality of the votes cast at the 2025 Annual Meeting. Neither an abstention, a withhold vote nor a broker non-vote will affect the outcome of the election of directors.
Proposal 2—Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2025 will be ratified if the votes cast at the 2025 Annual Meeting “for” ratification exceed the number of votes cast “against” ratification. Abstentions will have no effect on this proposal. As described above, this proposal is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.
Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation. The advisory approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules requires that the votes cast at the 2025 Annual Meeting “for” this proposal exceed the number of votes cast “against” this proposal. Neither an abstention nor a broker non-vote will affect the outcome of the vote on this proposal.
Other Matters. Any other matters that may properly come before the 2025 Annual Meeting will generally require that the votes cast “for” must exceed the votes cast “against”. If any other matter not discussed in this Proxy Statement properly comes before the 2025 Annual Meeting upon which a vote may be taken, shares represented by all proxies received by the Company will be voted on that matter in accordance with the discretion of the persons named as proxies.
Proposals 2 and 3 are advisory votes and not binding on the Company.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote your shares “FOR” the election of each of the Class III director nominees named in this Proxy Statement to the Board of Directors (Proposal 1); “FOR” the ratification of
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the selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2025 (Proposal 2); and “FOR” the advisory approval of the compensation of our named executive officers (Proposal 3).
How are votes counted?
Representatives of First Coast Results, Inc. will tabulate the vote and act as Inspector of Election. The vote will be certified by the Inspector of Election.
Who will bear the cost of soliciting votes for the 2025 Annual Meeting?
The Company will bear the entire cost of this proxy solicitation, including the preparation, printing and mailing of this Proxy Statement, the proxy card and any additional soliciting materials sent by the Company to shareholders. The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by them in forwarding the Company’s proxy-soliciting materials to such beneficial owners. In addition to solicitations by mail, certain of the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies on the Company’s behalf by telephone, email, facsimile or personal interviews.
How can interested parties communicate with the Board of Directors?
Any interested person who wants to communicate with the Board of Directors or any individual director can write to them at WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6th Floor, New York, New York 10010. In any such communication, such person may also designate a particular audience, including the Chairman of the Board of Directors, a committee of the Board of Directors, such as the Audit Committee, the non-management directors as a group, or the director designated to preside over the meetings of the non-management directors. Depending on the subject matter, our Corporate Secretary or her designee will: (i) forward the communication to the director or directors to whom it is addressed; (ii) attempt to handle the inquiry directly, for example when the request is for information about the Company or is a stock-related matter; or (iii) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each Board of Directors meeting, a member of management will present a summary of communications, if any, received since the last meeting that were not forwarded to the director or directors to whom they were addressed, other than communications that were primarily commercial in nature or related to improper or irrelevant topics, and shall make those communications available to the Board of Directors upon request.
Our Board of Directors encourages interested persons who want to communicate directly with our independent directors as a group to do so by writing to the independent directors in care of our Corporate Secretary. Interested persons can send communications by mail to: WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6th Floor, New York, New York 10010. Such correspondence received addressed to our independent directors will be reviewed by our Corporate Secretary or her designee, who will regularly forward to our independent directors all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that our Corporate Secretary otherwise determines requires their attention. Our independent directors may at any time request copies of any such correspondence.
When do we anticipate mailing the proxy materials to shareholders?
It is anticipated that this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 21, 2025.
Important Notice Regarding the Availability of Proxy Materials
for the 2025 Annual Meeting of Shareholders to be held on June 6, 2025
This Proxy Statement and the Annual Report to Shareholders are available at corporate.ww.com/MNA.
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Officer reviews the performance of the other named executive officers. The Compensation Committee gives considerable weight to these evaluations because of the Chief Executive Officer’s direct knowledge of each executive’s performance, responsibilities and contributions. Typically, no other senior executive, except the Company’s principal human resources executive and/or such executive’s designee has any regular input into executive compensation decisions.
Role of the Independent Consultant
The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent compensation consultant. At the request of the Compensation Committee, FW Cook provides independent advice on proposals from management and insight into broader market practices and compensation trends for context, and has a consultant attend Compensation Committee meetings. FW Cook is engaged directly by the Compensation Committee, although its consultants may interact with management to enable the effective discharge of their duties.
The Compensation Committee reviewed the independence status of FW Cook and determined that the work provided by FW Cook did not raise any conflicts of interest. The Compensation Committee has sole authority to hire compensation consultants, determine the nature and scope of and the compensation for their services, evaluate their performance, and terminate their services. Compensation consultants do not determine the amount or form of executive and director compensation; their role is limited to providing data and advice to the Compensation Committee for its consideration and attending Compensation Committee meetings as requested.
The Compensation Committee may consider these inputs, observations and advice from compensation consultants as one factor in making decisions with respect to compensation matters along with information and analyses it receives from management and its own judgment and experience.
Policies Regarding the Clawback of Incentive Compensation
In 2023, our Compensation Committee recommended to the Board of Directors, and the Board of Directors adopted, an incentive clawback policy applicable to current and former executive officers in accordance with Nasdaq listing standards implementing Exchange Act Rule 10D-1 (the “Executive Clawback Policy”). The Executive Clawback Policy requires the Company to recoup or “claw back” from current and former executive officers (including the named executive officers) certain incentive compensation received by such executives on or after October 2, 2023, in the event that the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under federal securities laws, if the compensation received by the executives exceeded the amount that would have been received had the compensation been determined based on the restated financial statements. The policy applies to all “incentive compensation,” which includes any compensation (whether cash or equity-based) received by covered executives that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, as defined in the listing standards. Under the Executive Clawback Policy, the Company’s obligation to claw back such erroneously awarded compensation is mandatory, subject to limited exceptions, and must be applied to each covered executive, regardless of fault with respect to the restatement.
The Company also has a broad-based incentive compensation clawback policy applying to, among others, the Company’s current and former officers and members of the executive team. This clawback policy permits the Compensation Committee to claw back all or portions of performance bonuses and long-term incentive awards in certain events, including the restatement of the Company’s reported financial results due to material non-compliance with financial reporting requirements or certain acts of misconduct by such employees.
Policy Regarding Executive Common Stock Ownership
The Company has no formal policy regarding Common Stock ownership or retention by the Company’s senior executives, including the named executive officers. However, the Company encourages senior executives
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to retain ownership of a portion of the equity-based incentive compensation that they have been awarded. The Company encourages this equity retention so that our senior executives’ interests are more closely aligned with the interests of our shareholders.
Policy Regarding Hedging
Pursuant to the Company’s Amended and Restated Securities Trading Policy (the “Securities Trading Policy”), all Company employees (including officers) and directors may not engage in any hedging or monetization transactions with respect to Company securities, including, but not limited to, through the use of financial instruments that are designed to hedge or offset any decrease in the market value of equity securities granted as compensation or held directly or indirectly, such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments. Short-term investment activity in Company securities, such as trading in or writing options, arbitrage trading or “day trading,” is also prohibited. In addition, employees and directors may not take “short” positions in Company securities.
Board Structure
The Board of Directors oversees the business and affairs of the Company and monitors the performance of management. The fundamental responsibility of the Board of Directors is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its shareholders. Although the Board of Directors is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board of Directors, reports from management, and discussions with the Company’s executive officers. Directors also communicate with the Company’s outside advisors, as necessary.
It has been the policy of the Company for many years to separate the positions of Chief Executive Officer and Chairman of the Board of Directors. Most recently, Mr. Semmelbauer has been the Chairman of our Board of Directors since May 2023. As the Chairman of the Board of Directors, Mr. Semmelbauer acts as the key liaison between the Board of Directors and the Chief Executive Officer, presides over meetings of the Board of Directors and the shareholders, communicates the Board of Directors’ feedback to the Chief Executive Officer, and communicates on behalf of the Board of Directors with various constituencies involved with the Company. While we recognize that different board leadership structures may be appropriate for companies in different situations, we believe that our current policy of separation of these two positions is most appropriate for the Company at this time. To meet their responsibilities of overseeing management and setting strategic direction, as well as fostering the long-term value of the Company, among their other responsibilities, directors are required to spend time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. To that end, we believe that having a separate non-executive Chairman of the Board of Directors who is solely responsible for leading the Board of Directors promotes accountability, clarifies the individual roles and responsibilities of the Chief Executive Officer and Chairman, and allows the focus of our Chief Executive Officer’s time and energy to be running the day-to-day operations of the Company.
Oversight of Risk Management
We are exposed to a number of risks, including financial risks, credit risks, operational risks, technological risks, privacy and security risks, and risks relating to regulatory and legal compliance. Our Board of Directors is responsible for overseeing the development and execution of the Company’s strategic plans and for understanding the associated risks and actions that management is taking to manage and mitigate those risks. The Board of Directors believes that taking an active role in the oversight of our corporate strategy and the related risks is appropriate, given our directors’ combined breadth and depth of experience, and is critical to ensuring that the long-term interests of WW and its shareholders are being served. The Board of Directors also encourages management to promote a culture that actively manages risks as a part of our corporate strategy and day-to-day business operations.
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shareholders, directors, officers and employees and third-party search firms and other sources it deems appropriate. Considerations in evaluating candidates include the candidate’s minimum individual qualifications, including integrity, accountability, experience and an ability to work collegially with the other members of the Board of Directors. In addition, the NCG Committee and the Board of Directors will take into account all other factors they consider appropriate, including a candidate’s skills and experience, legal and regulatory requirements and the needs of the Board of Directors. While neither the NCG Committee nor the Board of Directors has adopted a formal policy regarding diversity, they evaluate each candidate in the context of the Board of Directors’ membership as a whole and seek to maintain a mix of members that represents a diversity of background and experience in order to promote the representation of diverse views on the Board of Directors. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The NCG Committee will consider individuals recommended by shareholders for nomination as a director in accordance with the procedures described below. The NCG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential candidates.
Procedures for Submitting Director Recommendations and Nominations
The Bylaws provide that shareholders may nominate persons for election as directors at the Company’s shareholder meetings by giving timely written notice to the Corporate Secretary of the Company containing required information. The Bylaws require that, to be timely and proper, notice of a nomination by a shareholder must be personally delivered to, or mailed to and received at, the Company’s principal executive offices as follows: (a) for elections to be held at an annual meeting of shareholders, (i) at least 120 days and no more than 150 days before the first anniversary of the date of the proxy statement in conjunction with the annual meeting of shareholders for the prior year or (ii) if the date of the annual meeting is more than 30 days earlier or later than the anniversary date of the prior year’s annual meeting, not less than 60 days prior to such annual meeting; and (b) for elections that are going to take place at a special meeting of shareholders, no later than the close of business on the seventh day after the day on which notice of the date of the special meeting is first given to shareholders. To be in proper form, such notice must contain specified information concerning the matters to be brought before such meeting, including, if applicable, information required under Rule 14a-19 under the Exchange Act, and must set forth information concerning the shareholder proposing such matters, as described in the Bylaws.
For the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”), the foregoing information must be submitted to WW International, Inc., Attention: Corporate Secretary, 675 Avenue of the Americas, 6th Floor, New York, New York 10010.
The NCG Committee will also consider director candidates recommended by shareholders. All recommendations for nomination received by the Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations, as described above, will be considered.
Director Independence
For a director to be considered independent, the Board of Directors must determine that the director does not have any relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has established guidelines to assist it in determining director independence, which conform to the independence requirements in the Nasdaq listing standards. In addition to applying these guidelines, which are set forth in Article II of our Corporate Governance Guidelines, the Board of Directors will consider all relevant facts and circumstances in making an independence determination.
The Board of Directors and the NCG Committee reviews the independence of the Company’s directors on a regular basis, and at least annually. Following this review, the Board of Directors has affirmatively determined that the following directors, who currently serve on the Board, are independent under the applicable listing
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Michael Amsel. Mr. Amsel has served as our Chief Marketing Officer since March 2025. Prior to joining us, Mr. Amsel served as Senior Vice President Growth, Marketing & Acquisition at Sirius XM Holdings Inc., a leading audio entertainment company, from December 2021 to March 2025, and Senior Vice President Growth, Performance & CRM, from December 2019 to December 2021. Mr. Amsel was Vice President Growth at Pandora Media, Inc., a music streaming platform, from May 2018 to December 2019, during which time it was acquired by SiriusXM. He previously served as Senior Vice President Marketing & General Manager at Bankrate, a Red Ventures company, from November 2017 to May 2018, and as Senior Vice President Marketing at Bankrate, Inc. from January 2016 to November 2017 when the company was acquired by Red Ventures, a marketing services platform. Prior to Bankrate, Mr. Amsel was Vice President of Media and held various leadership roles at Sharecare, Inc., a digital healthcare company. Mr. Amsel received a B.A. in Public Relations and Corporate Affairs from the University of Connecticut.
Jacqueline Cooke. Ms. Cooke has served as our Chief Legal and Administrative Officer and Secretary since March 2025, prior to which she served as our Chief Legal and Regulatory Officer and Secretary from August 2024 to March 2025 and our General Counsel and Secretary from March 2024 to July 2024. Prior to joining us, Ms. Cooke most recently served as General Counsel & Privacy Officer at 23andMe Holding Co. (“23andMe”), a genetics-led consumer healthcare and therapeutics company, from February 2022 to January 2024. She previously served as 23andMe’s Deputy General Counsel from March 2018 to February 2022 (including also acting as Privacy Officer from February 2020 on) and Associate General Counsel from April 2015 to February 2018. Prior to joining 23andMe, Ms. Cooke served as legal counsel at Genomic Health, Inc., a provider of genomic-based diagnostic tests that help optimize cancer care, from 2012 to 2015. She previously worked as an attorney at Latham & Watkins LLP from 2006 to 2012. Ms. Cooke received a B.A. in Ethnic Studies and Public Policy from the University of California, Berkeley, a M.P.P. from the John F. Kennedy School of Government at Harvard University and a J.D. from the Georgetown University Law Center.
Thilo Semmelbauer. Mr. Semmelbauer has been the Chairman of our Board of Directors since May 2023 and a director since September 2016. He served as a member of our former Interim Office of the Chief Executive Officer from September 2016 to July 2017. Since May 2019, Mr. Semmelbauer has served as Managing Director of Insight Partners, a global private equity and venture capital firm, where he previously served as a Senior Advisor from 2017 to 2019 and a Venture Partner from 2015 to 2017. From 2010 to 2015, he served as President and Chief Operating Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. Semmelbauer was also Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008 and Chief Operating Officer for North America from 2004 to 2006, after serving as President and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 where he was part of the founding team. He holds an A.B. in Electrical Engineering and Computer Science from Dartmouth College and a dual M.S. in Management and Electrical Engineering from the Massachusetts Institute of Technology.
Steven M. Altschuler, M.D. Dr. Altschuler has been a director since September 2012. Dr. Altschuler has served as the Chief Executive Officer and Chair of the board of directors of Corner Therapeutics, Inc., a private immunotherapy company, since September 2020, and as Managing Director, Healthcare Ventures of Ziff Capital Partners, a private investment firm, since May 2018. He previously served as a consultant to the University of Miami Health Care System from September 2017 through December 2017, the Chief Executive Officer of the University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP) from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is Chairman of the board of directors of 89bio, Inc. and Lexeo Therapeutics, Inc. He previously served as a director of Adtalem Global Education Inc. and Orchard Therapeutics plc.
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Julie Bornstein. Ms. Bornstein has been a director since February 2019. Since July 2023, Ms. Bornstein has served as Chief Executive Officer of Daydream, an AI-powered search and discovery shopping platform she co-founded. Until January 2023, Ms. Bornstein served as Senior Vice President and Chief Shopping Officer of Pinterest, Inc., a digital visual inspiration platform. Ms. Bornstein joined Pinterest when it acquired The Yes Platform, Inc., an AI-powered online shopping platform she co-founded and for which she served as Chief Executive Officer from February 2018 until its acquisition in June 2022. From March 2015 to September 2017, Ms. Bornstein served as Chief Operating Officer at Stitch Fix, Inc., an online styling services company. Prior to that, Ms. Bornstein served as Chief Digital Officer at Sephora, a cosmetic retail company and subsidiary of LVMH Moët Hennessy Louis Vuitton SE, from August 2007 to March 2015. Ms. Bornstein received a B.A. in Government from Harvard College and an M.B.A. from Harvard Business School. Ms. Bornstein is a director of Redfin Corporation and Sweetgreen, Inc.
Tracey D. Brown. Ms. Brown has been a director since May 2023. Since March 2023, Ms. Brown has served as Executive Vice President and President of Walgreens Retail and U.S. Chief Customer Officer of Walgreens, a portfolio brand of Walgreens Boots Alliance, Inc., an integrated healthcare, pharmacy and retail company, after serving as President Retail Products and Chief Customer Officer of Walgreens from November 2021 to February 2023. From June 2018 to November 2021, Ms. Brown served as Chief Executive Officer of the American Diabetes Association, the largest voluntary health organization in the United States. Previously, Ms. Brown was with Sam’s Club, a membership retail warehouse club and division of Walmart Inc., where she served as Senior Vice President of Operations and Chief Experience Officer from February 2017 to June 2018, Chief Member and Marketing Officer from January 2015 to February 2017, and Vice President from October 2014 to January 2015. Prior to joining Sam’s Club, Ms. Brown held various roles at RAPP Dallas (a part of the Omnicom Group), Direct Impact, Advanced Micro Devices, Peppers & Rogers Group, Dell, American Express, Exxon and Procter & Gamble. Ms. Brown earned a Bachelor of Chemical Engineering from the University of Delaware and an M.B.A. from Columbia Business School. Ms. Brown was previously a director of YETI Holdings, Inc. She also previously served as a director of our Company from February 2019 to January 2022.
Denis F. Kelly. Mr. Kelly has been a director since May 2015. Mr. Kelly is affiliated with, and has served as a Managing Partner of, Scura Partners Securities LLC, a private investment banking firm which he co-founded, since 2001. In addition, Mr. Kelly is a Hearing Officer for National Arbitration and Mediation (NAM), one of the leading dispute resolution institutions in the United States. He previously served as a Senior Advisor to TM Capital Corp., a private investment banking firm, from 2022 to 2024. From 1993 to 2001, he was a Managing Director of Prudential Securities Incorporated. Prior to that, he served as the President and Chief Executive Officer of Denbrook Capital Corporation, a merchant banking firm, from 1991 to 1993. From 1980 to 1991, Mr. Kelly held various positions at Merrill Lynch, including Managing Director of Mergers and Acquisitions and Managing Director of Merchant Banking. Mr. Kelly began his investment banking career at Lehman Brothers in 1974. Mr. Kelly received a B.A. from Amherst College and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. He was previously a director of MSC Industrial Direct Co., Inc.
William H. Shrank, M.D. Dr. Shrank has been a director since August 2023. Since November 2024, Dr. Shrank has served as Chief Executive Officer of a benefits enablement company that he founded. Prior to that, Dr. Shrank was a venture partner to the Bio + Health team of Andreessen Horowitz, a private venture capital firm, from January 2023 to November 2024. He previously served as Chief Medical Officer of Humana Inc. (Humana), a leading care delivery and health plan administration company, from April 2019 to August 2022. He also served as Humana’s Chief Medical and Corporate Affairs Officer from July 2019 to July 2021 during which time he oversaw its government affairs function. Prior to joining Humana, Dr. Shrank served as Chief Medical Officer, Insurance Services Division, of the University of Pittsburgh Medical Center (UPMC) from April 2016 to February 2019. From 2013 to 2016, Dr. Shrank held several positions with CVS Health Corporation (CVS Health), a health solutions company, including Senior Vice President, Chief Scientific Officer, and Chief Medical Officer of Provider Innovation. Prior to joining CVS Health, Dr. Shrank served as Director, Research and Rapid-Cycle Evaluation Group, for the Center for Medicare and Medicaid Innovation, part of the Centers for Medicare and Medicaid Services (CMS). Dr. Shrank began his career as a practicing physician with Brigham and
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special circumstance. In connection with Ms. Comonte’s appointment as Interim President and Chief Executive Officer, the Compensation Committee determined to grant Ms. Comonte an RSU award with a grant date value of $500,000 which was converted into a number of RSUs by dividing such grant date value with the closing price of our Common Stock on the grant date, September 27, 2024. These RSUs vested in six equal monthly installments on each monthly anniversary of the grant date. The Compensation Committee also determined to grant Ms. Boyer a hiring award of 225,000 RSUs to attract her to the position of Chief Product Officer as well as to ensure retention and to reward and incentivize performance and creation of shareholder value. Ms. Boyer’s hiring award was granted in one installment on May 15, 2024 and vests one-third per year over three years on each anniversary of the grant date; provided, however, such vesting shall cease upon her departure from the Company and any unvested portion of such award shall be cancelled.
Other Cash Payments
In connection with Ms. Sistani’s departure from the Company, and pursuant to the terms of her employment agreement, Ms. Sistani received salary continuation payments of $301,584 in the aggregate in fiscal 2024. Additionally, in connection with the transition advisory services she provided to the Company during the one-month period following her departure, Ms. Sistani was paid a lump sum cash payment equal to $107,120, reflecting a month of her base salary in effect immediately prior to her departure. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Sima Sistani, Former Chief Executive Officer” for details regarding Ms. Sistani’s departure.
Retirement Plans
Savings Plan
We sponsor a savings plan for salaried and certain hourly U.S. employees, including our U.S. named executive officers. The savings plan is a tax-qualified 401(k) retirement savings plan pursuant to which participants are able to contribute, on a pre-tax basis, up to the lesser of 50% of their eligible earnings and the limit prescribed by the Internal Revenue Service. All participant contributions to the savings plan are fully vested upon contribution. All matching contributions by the Company become vested on the date on which the participant’s aggregate service to the Company totals three years. Matching contributions also fully vest immediately upon the participant reaching the age of 65, becoming permanently disabled or dying, or being terminated by the Company without “cause”.
Ms. Stark participated in a Group Registered Retirement Savings Plan offered to all eligible, full-time Canadian employees. Contributions to this plan by participating employees are tax deductible. The Canada Revenue Agency imposes a limit on the aggregate annual contribution that an employee can make, and her or his employer and any third party can make for the employee’s benefit, to the plan during a tax year. For the 2024 tax year, this annual limit was $22,038(1). Generally, the Company matches an employee’s contributions up to 5% of the employee’s annual eligible earnings. In fiscal 2024, pursuant to the terms of her employment agreement, the Company made monthly flat rate contributions to the plan for Ms. Stark’s benefit of $11,680(2) in the aggregate. All Company and employee contributions to this plan are fully vested upon contribution.
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CAD$31,560 converted into U.S. dollars using the applicable exchange rate on December 27, 2024 (i.e., $0.6983), the last business day of fiscal 2024. |
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CAD$15,780 converted into U.S. dollars using the average monthly exchange rate applicable to the month during which the contribution was made, such rates ranging from $0.7388 to $0.7454. |
Certain Elements of 2025 Executive Compensation
In connection with Ms. Comonte’s appointment as President and Chief Executive Officer, Ms. Comonte entered into a new employment agreement with the Company, dated February 26, 2025 (the “Comonte Employment Agreement”), which replaced, amended and superseded the terms of her interim employment
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release of claims in favor of the Company and its affiliates and continued compliance with certain confidentiality, non-competition, non-solicitation and no-hire covenants set forth therein. The confidentiality covenant has an indefinite term, whereas the non-competition, non-solicitation and no-hire covenants have a term of one year following termination.
Ms. Cooke is entitled to receive 12 months of base salary at the time of termination via salary continuation and 12 months of continued COBRA coverage under the Company’s group health plan (including dental), pursuant to the payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by similarly-situated active employees in the event of her termination by the Company for any reason other than for “cause” (subject in each case to mitigation in the event she is employed by another company during the salary continuation period), subject to the execution and non-revocation of a general release of claims in favor of the Company and its affiliates.
Departure of Named Executive Officers
Sima Sistani, Former Chief Executive Officer
Ms. Sistani ceased serving as Chief Executive Officer of the Company effective September 27, 2024 and departed the Company on that same date (the “Sistani Departure Date”). In connection with her departure, Ms. Sistani received (or will receive if so indicated) the following payments and benefits associated with a termination without “cause” under her employment agreement with the Company as follows: (w) an amount equal to two times salary payable in substantially equal payments during the two-year period following such termination (the “Sistani Severance Term”) in accordance with the Company’s regular payroll practices; (x) with respect to her fiscal 2024 annual, performance-based cash bonus, subject to the satisfaction of the performance objectives applicable for fiscal 2024, an amount equal to the annual bonus otherwise payable to her, prorated based on the number of days she was employed during fiscal 2024, any such amount was paid in a lump sum in March 2025; and (y) with respect to her equity grants, (i) 50% of her unvested stock options with time-vesting criteria (“Time-Vesting Options”) and RSUs which were granted as her hiring awards vested upon her departure, and (ii) the vested Time-Vesting Options that were granted as part of her hiring awards will remain exercisable for the full seven-year term of such options, in each case, contingent upon Ms. Sistani’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates and continued compliance with certain confidentiality, non-competition, non-solicitation and no-hire covenants set forth in her employment agreement with the Company. The confidentiality covenant has an indefinite term, whereas the non-competition, non-solicitation and no-hire covenants have a term of two years following the Sistani Departure Date. In addition, the Company and Ms. Sistani entered into a letter agreement, dated September 27, 2024, memorializing the terms of Ms. Sistani’s departure, which included the following terms: (i) a lump sum cash payment for Ms. Sistani’s transition services to the Company during the one-month period following her departure at her then-current salary rate which was paid promptly following such period; (ii) the Company provided Ms. Sistani with executive coaching services through the remainder of fiscal 2024 at a cost to the Company; and (iii) the Company reimbursed Ms. Sistani for legal fees incurred in connection with her transition. As a result of her departure, and after any acceleration of vesting due to such departure as described above, any then unvested Time-Vesting Options, RSUs and PSUs were immediately forfeited on the Sistani Departure Date. Additionally, upon the Sistani Departure Date, the unvested Company contributions under the Company savings plan for U.S. salaried employees for Ms. Sistani’s benefit immediately vested.
Heather Stark, Former Chief Financial Officer
Ms. Stark ceased serving as Chief Financial Officer of the Company effective December 27, 2024 and departed the Company on that same date (the “Stark Departure Date”). On November 26, 2024, Ms. Stark entered into an agreement with a subsidiary of the Company in connection with her departure (the “Stark Separation Agreement”), which included the following terms: (i) a lump-sum cash payment equal to the sum of 56 weeks of base salary and target annual bonus which was paid in January 2025; (ii) payment of her fiscal 2024 annual, performance-based cash bonus based on actual Company performance for the full year subject to the
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Additionally, in the event of a U.S. named executive officer’s retirement, any unvested Company contributions under the Company savings plan for U.S. salaried employees would immediately vest.
Payments Made Upon Death or Long-Term Disability
In the event of the death or long-term disability of a named executive officer, in addition to the earned amounts listed under the heading “—Payments Made Upon Termination” above, the named executive officers may receive benefits under the Company’s long-term disability plan or payments under the Company’s life and/ or disability insurance plans. These payments and benefits are generally available to all employees, however, the amounts paid thereunder may differ by employee. For example, with respect to life insurance benefits, in the event such benefits were triggered on December 27, 2024, such benefits for the following named executive officers would have been calculated as follows: for Mses. Comonte and Cooke, each was generally eligible to receive one times the amount of her base salary (rounded up to closest hundred thousand) at death subject to a maximum payout of $3,000,000.
The named executive officers are enrolled in the Company’s long-term disability plan, as applicable by country, and subject to the terms of the plan. In the event such benefits were triggered for these named executive officers on December 27, 2024, in the case of Mses. Comonte and Cooke, they would have received the maximum benefit of $3,000 on a monthly basis for a minimum of 24 months.
In addition, upon the holder’s termination for death or long-term disability, RSUs immediately vest 100%, and, in the case of PSUs, the time-vesting criteria will be deemed fully satisfied and the performance-vesting criteria shall be deemed satisfied at the “target” level of performance; provided, however, that if such event occurs following the end of any performance period, then the performance-based vesting criteria shall be determined based on the actual performance. Any dividend equivalents accrued with respect to RSUs and PSUs shall also be deemed to vest as set forth above.
Payments Made Upon or Impacted by a Change of Control
Change in/of Control
A “change in/of control” for purposes of stock awards and the continuity and other agreements generally consists of any of the following:
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an acquisition by a non-affiliate of the beneficial ownership of 50% or more of the Company’s voting securities (other than acquisitions by Ms. Winfrey or a Company sponsored employee benefit plan or related trust); |
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the consummation of a reorganization, recapitalization, merger or consolidation involving the Company unless the beneficial owners of 50% or more of the outstanding voting securities of the Company or the surviving entity, as the case may be, following the transaction are held by Ms. Winfrey or the same persons, and in substantially the same proportion, who were beneficial owners of the Company’s voting stock prior to the transaction; or |
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the sale, transfer or other disposition of all or substantially all of the assets of the Company or the liquidation or dissolution of the Company. |
Stock Awards
Pursuant to the Company’s terms and conditions for Time-Vesting Options and/or RSU awards, unless provided otherwise by the Board of Directors or a committee thereof, Time-Vesting Options and RSUs generally fully vest and such stock options generally become exercisable immediately prior to a “change of control”. Pursuant to the terms of the PSUs, unless provided otherwise by the Board of Directors or a committee thereof, the time-vesting criteria will be deemed fully satisfied and the performance-vesting criteria shall be deemed
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HUMAN CAPITAL MANAGEMENT
At WeightWatchers, we believe that our workforce plays a vital role in our success. As of December 31, 2024, we had approximately 3,700 employees in 11 countries, a majority of whom were part-time employees. In addition, in certain of our international markets, our coaches and guides are self-employed and are not included in this total.
Diversity and Inclusion
We believe that a diverse and inclusive workforce creates an environment where we’re able to leverage the range and breadth of experience needed to achieve lasting results for our members while enabling better execution of our strategic initiatives. Seventy-five percent of our current executive officers, including our Chief Executive Officer and our Chief Financial Officer, are women. We offer forums and formal training programs for our employees to enable them to continue their education and share best practices and experiences, which creates an ongoing evolution and community with respect to diversity and inclusion and belonging in the workplace.
Training and Development
We develop our employees by offering in-house learning and development resources. These include online and in-person training programs on a variety of topics in order to foster career growth both long-term and short-term. For example, we offer leadership training to help ensure our future business leaders have the necessary skill sets to manage and lead our organization.
Wellness, Health and Safety
We are focused on promoting the total wellness of our employees, and offer resources, programs and services to support our employees’ physical, mental, financial and social wellness. For example, in 2024, we expanded coverage for mental health support for our employees through a robust, global digital employee assistance program and expanded weight management services for our U.S. employees. We continue to strive to be an advocate for participants and a fiduciary of the plan. We believe in creating a work environment that supports our employees’ wellbeing, while still maintaining our commitment to our members. Our work model is designed to enhance productivity and foster innovation by allowing our corporate employees and their leaders to work together in determining when, where and how they work to achieve the best possible results. We believe this approach strikes an appropriate balance between our purpose-driven culture of helping our members develop healthy habits while respecting the wellness, health and safety of our employees. To facilitate virtual and in-person collaboration, we offer forums and formal training programs to provide our employees with the tools and skills to be successful in a hybrid workplace.
As always, protecting the privacy and security of our data is one of our top priorities, and we continue to enhance an advanced industry standard Zero-Trust software-defined network, coupled with multi-factor authentication, to secure our environment from unauthorized access.
Total Rewards
We provide competitive compensation and benefits programs for our employees. In addition to salaries, these programs (which vary by employee level and by the country where the employees are located) include, among other items, bonuses, stock awards, retirement benefits including 401(k) (or local market equivalent), healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, flexible work schedules and employee assistance programs.
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DIRECTOR COMPENSATION
The Company has historically used a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation for non-employee directors, the Board of Directors considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board of Directors. Directors who are employees of the Company receive no compensation for their service as directors.
Cash and Stock Compensation Paid to Directors
Members of the Board of Directors who are not employees of the Company are entitled to receive annual compensation of $225,000, payable quarterly, forty percent in cash and sixty percent in fully vested Common Stock or, if they so elect as described below, deferred stock units (“DSUs”). Additionally, each director who serves as chair of the Board of Directors is entitled to receive an additional $45,000 per year, payable quarterly, in cash.
Historically, the number of shares of Common Stock or DSUs granted quarterly was determined by averaging the closing price of the Common Stock for the last five trading days of each fiscal quarter. As previously disclosed, on March 20, 2023, to align with the Compensation Committee’s determination to base the fiscal 2023 and fiscal 2024 annual equity awards for the named executive officers on a fixed stock price of $9.13, the non-employee directors agreed to adjust the methodology for determining their equity-based compensation with respect to such years. Accordingly, commencing in fiscal 2023 and continuing with respect to fiscal 2024, the number of shares of Common Stock or DSUs granted quarterly to non-employee directors was determined by using a fixed stock price of $9.13 in lieu of the average price historically used. Any fractional shares are paid in cash.
Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the Board of Directors or one of its committees. The Company also reimburses certain expenses incurred by directors in connection with attending director education programs as well as memberships in director organizations.
Cash Compensation Paid to Directors Serving on Committees of the Board of Directors
Each director serving as a member of the Audit Committee is entitled to receive $10,000 per year, payable quarterly, in cash. Each director who serves as Audit Committee chair is entitled to receive $12,500 per year, payable quarterly, in cash, in addition to the annual amount payable for being a member of the Audit Committee. Also, each director is entitled to receive $6,000 per year, payable quarterly, in cash for service as a member of each of the Compensation Committee and the NCG Committee. Each director who serves as Compensation Committee chair or NCG Committee chair is entitled to receive $9,000 per year, payable quarterly, in cash, in addition to the annual amount payable for being a member of the Compensation Committee and the NCG Committee, respectively.
Director Deferred Compensation Program
Pursuant to the Company’s Director Deferred Compensation Program, which was implemented in fiscal 2022, each non-employee director may elect to defer receipt of all equity-based compensation that is payable to the director for such service. At a director’s election, the shares of fully vested Common Stock otherwise payable on a current basis to the director, together with any dividends thereon, are credited to a hypothetical bookkeeping account in the director’s name and paid to the director in shares of Common Stock and cash, respectively, in a single lump sum at the time specified in the election or, if earlier, upon the cessation of the director’s service on the Board of Directors or a change in control of the Company. For additional information regarding non-employee directors’ elections to defer receipt of such equity-based compensation with respect to their respective service as a member of the Board of Directors during fiscal 2024, see Director Summary Compensation Table below.
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(Raymond Debbane, Jonas Fajgenbaum and Christopher J. Sobecki) were principals of Invus. Mr. Debbane was also the Chief Executive Officer and a director of Artal Group S.A. The Registration Rights Agreement terminated in accordance with its terms upon Artal’s sale of its remaining shares of our Common Stock in 2023.
Corporate Agreement
We entered into a Corporate Agreement with Artal in November 2001, which was amended in July 2005. Under the Corporate Agreement, we agreed that so long as Artal beneficially owned 10% or more of our then outstanding voting stock, Artal had the right to nominate a number of directors approximately equal to its ownership percentage multiplied by the number of directors on the Board of Directors.
We also agreed with Artal that both we and Artal had the right to:
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engage in the same or similar business activities as the other party; |
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do business with any customer or client of the other party; and |
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employ or engage any officer or employee of the other party. |
Neither Artal nor we, nor our respective related parties, would have been liable to each other as a result of engaging in any of these activities.
Under the Corporate Agreement, if one of our officers or directors who also served as an officer, director or advisor of Artal became aware of a potential transaction related primarily to the group education-based weight- loss business or an Internet diet business, as defined, that may have represented a corporate opportunity for both Artal and us, the officer or director had no duty to present that opportunity to Artal, and we would have had the sole right to pursue the transaction if the Board of Directors so determined. The agreement further provided that if one of our officers or directors who also served as an officer, director or advisor of Artal became aware of any other potential transaction that may have represented a corporate opportunity for both Artal and us, the officer or director would have had a duty to present that opportunity to Artal, and Artal would have had the sole right to pursue the transaction if Artal so determined. If one of our officers or directors who did not serve as an officer, director or advisor of Artal became aware of a potential transaction that may have represented a corporate opportunity for both Artal and us, neither the officer nor the director nor we had a duty to present that opportunity to Artal, and we may have pursued the transaction if the Board of Directors so determined. If any officer, director or advisor of Artal who did not serve as an officer or director of us became aware of a potential transaction that may have represented a corporate opportunity for both Artal and us, none of the officer, director, advisor, or Artal had a duty to present that opportunity to us, and Artal may have pursued the transaction if it so determined.
If Artal transferred, sold or otherwise disposed of our then outstanding voting stock, the transferee would have generally succeeded to the same rights that Artal had under the Corporate Agreement by virtue of its then ownership of our voting stock, subject to Artal’s option not to transfer those rights. The Corporate Agreement terminated in accordance with its terms upon Artal’s sale of its remaining shares of our Common Stock in 2023.
Winfrey Transactions
The Company’s transactions with former director Oprah Winfrey are described below.
Winfrey Partnership
On October 18, 2015 (the “Partnership Date”), we entered into a Strategic Collaboration Agreement with Ms. Winfrey (as amended, the “Strategic Collaboration Agreement”), pursuant to which Ms. Winfrey granted us the right to use, subject to her approval, her name, image, likeness and endorsement for and in connection with the Company and its programs, products and services (including in advertising, promotion, materials and content), and we granted Ms. Winfrey the right to use our trademarks and service marks to collaborate with and
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promote the Company and its programs, products and services. The Strategic Collaboration Agreement had an initial term of five years (the “Initial Term”), with additional successive one year renewal terms. On December 15, 2019, we entered into an amendment of the Strategic Collaboration Agreement (the “Strategic Collaboration Amendment”) with Ms. Winfrey, pursuant to which, among other things, the Initial Term was extended until April 17, 2023 (with no additional successive renewal terms) after which a second term commenced and will continue through May 31, 2025 (the “Second Term” and together with the Initial Term, the “Strategic Term”). During the Initial Term, Ms. Winfrey consulted with us and participated in developing, planning, executing and enhancing the WW programs and related initiatives, and provided us with services in her discretion to promote the Company and its programs, products and services, including in advertisements and promotions, and made personal appearances on our behalf. During the Second Term, Ms. Winfrey and the Company will collaborate with each other towards the mutual objective of advancing and promoting the WW programs and the Company, and in connection therewith, Ms. Winfrey will consult with the Company and participate in developing, planning, executing and enhancing the WW programs and related initiatives. In connection therewith, Ms. Winfrey will make available to the Company her knowledge, expertise, and abilities in the areas of corporate management, consumer insights, advertising and marketing, consumer motivation, and community activation and consult and participate in the design and planning of creative strategy and the related execution of the consumer experience in connection with the WW programs. In addition, throughout the Second Term, except as otherwise prohibited by applicable law, the Company intended to cause Ms. Winfrey to be nominated as a director of the Company. However, Ms. Winfrey did not seek re-election at the 2024 Annual Meeting. Ms. Winfrey will not grant anyone but the Company the right to use her name, image, likeness or endorsement for or in connection with any other weight loss or weight management programs during the Strategic Term, and she will not engage in any other weight loss or weight management business, program, products, or services during the Strategic Term and for one year thereafter. The Strategic Collaboration Amendment became operative on May 6, 2020 when our shareholders approved the Winfrey Amendment Option Agreement (as defined below).
On the Partnership Date, we also entered into a Share Purchase Agreement with Ms. Winfrey (as amended, the “Winfrey Purchase Agreement”), pursuant to which we issued and sold to Ms. Winfrey an aggregate of 6,362,103 shares of Common Stock for an aggregate cash purchase price of $43,198,679. The purchased shares were previously subject to a right of first offer and right of first refusal held by the Company, as discussed further below. Under the Winfrey Purchase Agreement, Ms. Winfrey has certain demand registration rights and piggyback rights with respect to these purchased shares.
In consideration of Ms. Winfrey entering into the Strategic Collaboration Agreement and the performance of her obligations thereunder, on the Partnership Date, we granted Ms. Winfrey a fully vested option to purchase 3,513,468 shares of Common Stock (the “Initial Winfrey Option”). The term sheet for the Initial Winfrey Option, which includes the terms and conditions appended thereto, relating to the grant of the Initial Winfrey Option is referred to herein as the “Initial Winfrey Option Agreement”. The Initial Winfrey Option is exercisable at a price of $6.97 per share, in whole or in part, at any time prior to October 18, 2025, subject to earlier termination under certain circumstances, including if a change in control (as defined in the Initial Winfrey Option Agreement) of the Company occurs. The shares issuable upon exercise of the Initial Winfrey Option were previously subject to a right of first offer and right of first refusal held by the Company, as discussed further below.
In consideration of Ms. Winfrey entering into the Strategic Collaboration Amendment and the performance of her obligations thereunder, on December 15, 2019, the Company and Ms. Winfrey entered into a term sheet, which includes the terms and conditions appended thereto (the “Winfrey Amendment Option Agreement”), relating to the grant of a fully vested option to purchase 3,276,484 shares of Common Stock (the “Winfrey Amendment Option”). Upon our shareholders approving the Winfrey Amendment Option Agreement on May 6, 2020, the Winfrey Amendment Option became exercisable at a price of $38.84 per share, in whole or in part, at any time prior to November 30, 2025, subject to earlier termination under certain circumstances, including if a change in control (as defined in the Winfrey Amendment Option Agreement) of the Company occurs. The shares issuable upon exercise of the Winfrey Amendment Option were previously subject to certain transfer restrictions and a right of first offer and right of first refusal held by the Company, as discussed further below.
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OTHER MATTERS
Other Matters
The Board of Directors knows of no other business that will be presented to shareholders at the 2025 Annual Meeting for a vote. If other matters properly come before the 2025 Annual Meeting, the persons named as proxies on the proxy card will vote on them in accordance with their discretion.
Procedures for Submitting Shareholder Proposals
The Company currently intends to hold its next annual meeting of shareholders, the 2026 Annual Meeting, in May 2026.
Pursuant to Rule 14a-8 under the Exchange Act, shareholders may present proper proposals for inclusion in the Company’s 2026 proxy statement and proxy card by submitting their proposals to the Company on or before December 22, 2025. In addition, all shareholder proposals requested to be included in the Company’s proxy statement and proxy card must also comply with the requirements set forth in the federal securities laws, including Rule 14a-8, in order to be included in the Company’s proxy statement and proxy card for the 2026 Annual Meeting.
In addition, the Company’s Bylaws establish an advance notice procedure with regard to certain matters, including nominations of persons for election as directors and shareholder proposals included in the Company’s proxy statement, to be brought before an annual meeting of shareholders. In general, notice must be received by the Corporate Secretary of the Company not less than 120 days nor more than 150 days prior to the anniversary date of the proxy statement in connection with the immediately preceding annual meeting and must contain specified information concerning the matters to be brought before such meeting and concerning the shareholder proposing such matters. Therefore, to be presented at the 2026 Annual Meeting, such a proposal must be received by the Company on or after November 22, 2025 but no later than December 22, 2025. If the date of the annual meeting is more than 30 days earlier or later than the anniversary date of the prior year’s annual meeting, notice must be received not less than 60 days prior to such annual meeting. Copies of the Company’s Bylaws may be obtained free of charge by contacting the Corporate Secretary at WW International, Inc., 675 Avenue of the Americas, 6th Floor, New York, New York 10010, (212) 589-2700. Furthermore, in addition to satisfying the deadline in the Company’s Bylaws, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with Exchange Act Rule 14a-19(b).
All notices of proposals by shareholders, whether or not to be included in the Company’s proxy materials, should be sent to the attention of the Corporate Secretary at WW International, Inc., 675 Avenue of the Americas, 6th Floor, New York, New York 10010.
Shareholders of Record with Multiple Accounts
SEC rules permit a single set of annual reports and proxy statements to be sent to any household at which two or more shareholders reside. Each shareholder continues to receive a separate proxy card. This procedure is referred to as “householding”. While the Company does not household its mailings to its shareholders of record, a number of brokerage firms with account holders who are Company shareholders have instituted householding. The Company will deliver promptly a separate copy of the proxy statement and annual report to any shareholder who sends a written or oral request to the Company at WW International, Inc., Attention: Investor Relations, 675 Avenue of the Americas, 6th Floor, New York, New York 10010, (212) 601-7569. Similarly, if a shareholder shares an address with another shareholder and has received multiple copies of the Company’s proxy statement or annual report, he or she may write or call the Company at the above address or phone number to request a single copy of these materials.
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Pay vs Performance Disclosure - USD ($)
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Dec. 28, 2024 |
Dec. 30, 2023 |
Dec. 31, 2022 |
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| Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K of the Exchange Act (“Item 402(v)”), we are providing the following pay versus performance disclosure. It does not necessarily reflect value actually realized by our named executive officers or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (each, a “PEO” and together the “PEOs”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” (“CAP”) to our PEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) our cumulative total shareholder return (“TSR”), (iv) our net loss, and (v) the relationship of the CAP to each of TSR and net loss.
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Summary Compensation Table Total for PEO Tara Comonte (1)
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Summary Compensation Table Total for PEO Sima Sistani (2)
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Summary
Compensation
Table Total
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|
Compensation
Actually Paid
to PEO Tara Comonte (1)(4) (8)
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|
Compensation
Actually Paid
to PEO Sima Sistani (2) (5) (8)
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Compensation
Actually Paid
to PEO Mindy Grossman (3)(8)
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Average Summary Compensation Table Total for Other NEOs (6)
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Average Compensation Actually Paid to Other NEOs (6) (7) (8)
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Fixed $100
Investment
Based On
Total Shareholder Return (9)
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| |
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2024 |
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$ |
994,487 |
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|
$ |
3,475,350 |
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|
|
|
— |
|
|
|
|
$1,233,162 |
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|
|
($ |
6,962,509 |
) |
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|
|
— |
|
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|
$ |
1,129,990 |
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|
|
$ |
687,563 |
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|
|
|
$ 7.93 |
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|
($ |
345.70 |
) |
2023 |
|
|
|
— |
|
|
|
$ |
8,873,418 |
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|
|
— |
|
|
|
|
— |
|
|
|
$ |
12,526,695 |
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|
|
|
— |
|
|
|
$ |
1,401,050 |
|
|
|
$ |
1,467,231 |
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|
|
|
$54.23 |
|
|
|
($ |
112.26 |
) |
2022 |
|
|
|
— |
|
|
|
$ |
11,418,410 |
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|
|
$ |
1,630,551 |
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|
|
|
— |
|
|
|
$ |
3,856,790 |
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|
|
$ |
1,217,397 |
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|
$ |
1,090,448 |
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|
$ |
209,927 |
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|
$23.93 |
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|
($ |
256.87 |
) |
(1) |
Ms. Comonte commenced serving as our PEO on September 27, 2024. |
(2) |
Ms. Sistani served as our PEO for the portion of fiscal 2022 following her appointment on March 21, 2022, for the entirety of fiscal 2023, and for the portion of fiscal 2024 preceding Ms. Comonte’s appointment. |
(3) |
Ms. Grossman served as our PEO for the portion of fiscal 2022 preceding Ms. Sistani’s appointment. |
(4) |
In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Comonte in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Comonte during fiscal 2024. |
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Reported Summary Compensation Total |
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$ 994,487 |
|
Change in Pension Value Deduction |
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— |
|
Pension Service Cost Addition |
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— |
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Prior Pension Service Cost Addition |
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— |
|
Reported Stock and Option Awards Deduction |
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$ 546,183 |
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Stock and Option Awards Adjustment (a) |
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|
$ 784,858 |
|
Compensation Actually Paid |
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|
$ 1,233,162 |
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| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
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|
Year End Fair
Value of
Unvested
Equity
Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year |
|
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
$ |
383,831 |
|
|
|
|
— |
|
|
|
$ |
401,027 |
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|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
784,858 |
|
(5) |
In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Sistani in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Sistani during fiscal 2024. |
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Reported Summary Compensation Total |
|
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$ |
3,475,350 |
|
Change in Pension Value Deduction |
|
|
|
— |
|
Pension Service Cost Addition |
|
|
|
— |
|
Prior Pension Service Cost Addition |
|
|
|
— |
|
Reported Stock and Option Awards Deduction |
|
|
$ |
1,061,575 |
|
Stock and Option Awards Adjustment (a) |
|
|
($ |
9,376,284 |
) |
Compensation Actually Paid |
|
|
($ |
6,962,509 |
) |
| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
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|
Year End Fair
Value of
Unvested
Equity Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year |
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
($ |
3,083,136 |
) |
|
|
($ |
6,293,148 |
) |
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|
— |
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|
|
($ |
9,376,284 |
) |
(6) |
The dollar amounts reported in this column represent the average of the total amounts reported for our Other NEOs for each corresponding fiscal year as follows: |
| |
• |
|
Fiscal 2024: Donna Boyer; Jacqueline Cooke; and Heather Stark. |
| |
• |
|
Fiscal 2023: Heather Stark; Pierre-Olivier Latour; Amanda Tolleson; Michael Colosi; and Michael Lysaght. |
| |
• |
|
Fiscal 2022: Heather Stark; Amy O’Keefe; Michael F. Colosi; Michael Lysaght; Amanda Tolleson; and Nicholas P. Hotchkin. |
(7) |
In accordance with the requirements of Item 402(v)(2)(iii), when calculating the “average compensation actually paid” for our Other NEOs the following adjustments were made to the amounts reported in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our Other NEOs as a group during fiscal 2024. |
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Average Reported Summary Compensation Total |
|
$ |
1,129,990 |
|
Average Change in Pension Value Deduction |
|
|
— |
|
Average Pension Service Cost Addition |
|
|
— |
|
Average Prior Pension Service Cost Addition |
|
|
— |
|
Average Reported Stock and Option Awards Deduction |
|
$ |
285,030 |
|
Average Stock and Option Awards Adjustment (a) |
|
($ |
157,397 |
) |
Average Compensation Actually Paid to Other NEOs |
|
$ |
687,563 |
|
| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
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|
|
Year End Fair
Value of
Unvested
Equity Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year |
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
$ |
159,097 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
($ |
67,898 |
) |
|
|
($ |
248,596 |
) |
|
|
|
— |
|
|
|
($ |
157,397 |
) |
(8) |
When calculating amounts of “compensation actually paid” for purposes of this table: |
| |
• |
|
The fair value of each stock option award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 718 using a variation of the Black-Scholes option pricing model and the key input variables (assumptions) of that model as |
| |
described in Note 12 to our consolidated financial statements for the fiscal year ended December 28, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025. The assumptions used were not materially changed from those described in Note 12 but were updated at each valuation date to reflect the then-current value of each variable. |
| |
• |
|
The fair value of PSU awards was estimated at each valuation date based on TSR and were evaluated using a grant date fair value determined by using the Monte Carlo Simulation model on the relevant valuation date and adjusted to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. |
| |
• |
|
The fair value of RSU and DSU awards was estimated at each valuation date using the closing price of our Common Stock on the relevant valuation date or, if the market was closed on such date, the last trading day that immediately preceded the relevant valuation date. |
(9) |
Total shareholder return as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2021 (the last trading day of fiscal 2021) through and including the end of the fiscal year for each year reported in the table as required by Item 402(v) and that all dividends, as applicable, were reinvested. |
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|
| Named Executive Officers, Footnote |
(6) |
The dollar amounts reported in this column represent the average of the total amounts reported for our Other NEOs for each corresponding fiscal year as follows: |
| |
• |
|
Fiscal 2024: Donna Boyer; Jacqueline Cooke; and Heather Stark. |
| |
• |
|
Fiscal 2023: Heather Stark; Pierre-Olivier Latour; Amanda Tolleson; Michael Colosi; and Michael Lysaght. |
| |
• |
|
Fiscal 2022: Heather Stark; Amy O’Keefe; Michael F. Colosi; Michael Lysaght; Amanda Tolleson; and Nicholas P. Hotchkin. |
|
|
|
| Adjustment To PEO Compensation, Footnote |
(4) |
In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Comonte in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Comonte during fiscal 2024. |
|
|
|
|
|
|
|
|
|
Reported Summary Compensation Total |
|
|
|
$ 994,487 |
|
Change in Pension Value Deduction |
|
|
|
— |
|
Pension Service Cost Addition |
|
|
|
— |
|
Prior Pension Service Cost Addition |
|
|
|
— |
|
Reported Stock and Option Awards Deduction |
|
|
|
$ 546,183 |
|
Stock and Option Awards Adjustment (a) |
|
|
|
$ 784,858 |
|
Compensation Actually Paid |
|
|
|
$ 1,233,162 |
|
| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
Year End Fair
Value of
Unvested
Equity
Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year |
|
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
$ |
383,831 |
|
|
|
|
— |
|
|
|
$ |
401,027 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
$ |
784,858 |
|
(5) |
In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Sistani in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Sistani during fiscal 2024. |
|
|
|
|
|
|
|
|
|
Reported Summary Compensation Total |
|
|
$ |
3,475,350 |
|
Change in Pension Value Deduction |
|
|
|
— |
|
Pension Service Cost Addition |
|
|
|
— |
|
Prior Pension Service Cost Addition |
|
|
|
— |
|
Reported Stock and Option Awards Deduction |
|
|
$ |
1,061,575 |
|
Stock and Option Awards Adjustment (a) |
|
|
($ |
9,376,284 |
) |
Compensation Actually Paid |
|
|
($ |
6,962,509 |
) |
| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
Year End Fair
Value of
Unvested
Equity Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year |
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
($ |
3,083,136 |
) |
|
|
($ |
6,293,148 |
) |
|
|
|
— |
|
|
|
($ |
9,376,284 |
) |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,129,990
|
$ 1,401,050
|
$ 1,090,448
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 687,563
|
1,467,231
|
209,927
|
| Adjustment to Non-PEO NEO Compensation Footnote |
(7) |
In accordance with the requirements of Item 402(v)(2)(iii), when calculating the “average compensation actually paid” for our Other NEOs the following adjustments were made to the amounts reported in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our Other NEOs as a group during fiscal 2024. |
|
|
|
|
|
|
|
|
|
Average Reported Summary Compensation Total |
|
$ |
1,129,990 |
|
Average Change in Pension Value Deduction |
|
|
— |
|
Average Pension Service Cost Addition |
|
|
— |
|
Average Prior Pension Service Cost Addition |
|
|
— |
|
Average Reported Stock and Option Awards Deduction |
|
$ |
285,030 |
|
Average Stock and Option Awards Adjustment (a) |
|
($ |
157,397 |
) |
Average Compensation Actually Paid to Other NEOs |
|
$ |
687,563 |
|
| |
(a) |
For fiscal 2024, the amounts added or deducted in calculating the stock and option awards adjustments include: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End Fair
Value of
Unvested
Equity Awards
Granted in the
Covered Year |
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year |
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
Total Stock
and Option
Awards
Adjustment |
2024 |
|
|
$ |
159,097 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
($ |
67,898 |
) |
|
|
($ |
248,596 |
) |
|
|
|
— |
|
|
|
($ |
157,397 |
) |
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
The following chart shows the relationship between (1) the compensation actually paid to our PEOs and the average compensation actually paid to the Other NEOs (each as calculated pursuant to Item 402(v)(2)(iii)) and (2) the cumulative total shareholder return of the Company for its last three completed fiscal years.
|
|
|
| Compensation Actually Paid vs. Net Income |
The following chart shows the relationship between (1) the compensation actually paid to our PEOs and the average compensation actually paid to the Other NEOs (each as calculated pursuant to Item 402(v)(2)(iii)) and (2) the net loss of the Company for its last three completed fiscal years.
|
|
|
| Total Shareholder Return Amount |
$ 7.93
|
54.23
|
23.93
|
| Net Income (Loss) |
(345,700,000)
|
(112,260,000)
|
(256,870,000)
|
| Sima Sistani [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
3,475,350
|
8,873,418
|
11,418,410
|
| PEO Actually Paid Compensation Amount |
$ (6,962,509)
|
$ 12,526,695
|
$ 3,856,790
|
| PEO Name |
Ms. Sistani
|
Ms. Sistani
|
Ms. Sistani
|
| Mindy Grossman [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
$ 0
|
$ 0
|
$ 1,630,551
|
| PEO Actually Paid Compensation Amount |
0
|
0
|
$ 1,217,397
|
| PEO Name |
|
|
Ms. Grossman
|
| Tara Comonte [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
994,487
|
0
|
$ 0
|
| PEO Actually Paid Compensation Amount |
$ 1,233,162
|
$ 0
|
$ 0
|
| PEO Name |
Ms. Comonte
|
|
|
| PEO | Sima Sistani [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
|
|
| PEO | Sima Sistani [Member] | Pension Adjustments Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Pension Adjustments Prior Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Equity Awards Adjustments |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(9,376,284)
|
|
|
| PEO | Sima Sistani [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(3,083,136)
|
|
|
| PEO | Sima Sistani [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(6,293,148)
|
|
|
| PEO | Sima Sistani [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Sima Sistani [Member] | Reported Stock And Option Awards Deduction [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,061,575)
|
|
|
| PEO | Tara Comonte [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Pension Adjustments Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Pension Adjustments Prior Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Equity Awards Adjustments |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
784,858
|
|
|
| PEO | Tara Comonte [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
383,831
|
|
|
| PEO | Tara Comonte [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
401,027
|
|
|
| PEO | Tara Comonte [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Tara Comonte [Member] | Reported Stock And Option Awards Deduction [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(546,183)
|
|
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Pension Adjustments Prior Service Cost |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(157,397)
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
159,097
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(67,898)
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(248,596)
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| Non-PEO NEO | Reported Stock And Option Awards Deduction [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ (285,030)
|
|
|
