DEF 14A of WW International, Inc.
Filed Apr 4, 2024 · FY20230001193125-24-086603
ELECTION OF CLASS II AND CLASS I DIRECTORS
ELECTION OF CLASS II AND CLASS I DIRECTORS Our Board of Directors is currently divided into three classes, with members of each class holding office for staggered three-year terms (in all cases subject to the election and qualification of their successors or until the earlier of their resignation, removal, retirement, disqualification or death). The following individuals are our current directors and serve for the terms indicated: Class II Directors (term expiring in 2024) Denis F. Kelly Julie Rice Oprah Winfrey Class III Directors (term expiring in 2025) Steven M. Altschuler, M.D. Julie Bornstein Thilo Semmelbauer Sima Sistani Class I Directors (term expiring in 2026) Tracey D. Brown Tara Comonte* William H. Shrank, M.D.*
ELECTION OF CLASS II AND CLASS I DIRECTORS
| * Under the Director Vacancy Law (as described below), the terms of Tara Comonte and William H. Shrank, M.D. expire at the 2024 Annual Meeting. |
ELECTION OF CLASS II AND CLASS I DIRECTORS
As previously disclosed, Ms. Winfrey will not be standing for re-election at the 2024 Annual Meeting. Immediately following the 2024 Annual Meeting, the size of the Board of Directors will be reduced from ten members to nine. The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 2024 Annual Meeting as Class II directors, to serve until the 2027 annual meeting of shareholders and until their successors have been duly elected and qualified or their earlier resignation, removal, retirement, disqualification or death, the following slate of two nominees: Denis F. Kelly and Julie Rice. Each of the Class II director nominees is currently serving as a director of the Company and was previously elected as a director by the Company’s shareholders. Tara Comonte is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective June 1, 2023 to serve the remainder of the term of Christopher J. Sobecki, who resigned as a director of the Company effective May 31, 2023. Dr. William H. Shrank is currently serving as a Class I director of the Company, having been elected as a director by the Board of Directors effective August 5, 2023 to serve the remainder of the term of Jennifer Dulski, who resigned as a director of the Company effective August 4, 2023. Under Virginia law, the term of a director elected by the Board of Directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected (the “Director Vacancy Law”). As a result, the Board of Directors, upon the recommendation of the NCG Committee, has nominated Ms. Comonte and Dr. Shrank for election at the 2024 Annual Meeting as Class I directors, to serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified or their respective earlier resignation, removal, retirement, disqualification or death. Unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy card to that effect, the persons named as proxies in the enclosed proxy card will, upon receipt of a properly executed proxy card, vote to elect each of the nominees for the term described above. The Board of Directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of such substitutes as the Board of Directors may designate.
Board of Directors
Board of Directors Currently, our Board of Directors is comprised of ten members. As previously disclosed, immediately following the 2024 Annual Meeting, the size of the Board of Directors will be reduced from ten members to nine. The Board of Directors is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual meeting of shareholders. We expect directors to attend and participate in all meetings of the Board of Directors and of the committees of the Board of Directors on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. The Board of Directors held seven meetings in fiscal 2023. In fiscal 2023, each incumbent director attended at least 75% of the aggregate number of the meetings of the Board of Directors and of the committees thereof on which he or she served during the period for which he or she was a director or committee member, respectively. We expect directors to attend our annual meetings of shareholders in the absence of a scheduling conflict or other valid reason. Eight then-current directors attended the 2023 Annual Meeting. In addition to attending and participating in meetings of the Board of Directors, the committees thereof and annual meetings of shareholders, the directors communicate with our executive management team to remain informed about the Company’s business and for such other purposes as may be helpful to the Board of Directors in fulfilling its responsibilities. Set forth below in the section entitled “Information about our Executive Officers and Directors” are the names and certain information with respect to each of our current directors.
Compensation Committee
| • | reviewing and recommending to the Board of Directors compensation of directors and any related policies; |
Identifying and Evaluating Nominees for Directors
Identifying and Evaluating Nominees for Directors Pursuant to our Corporate Governance Guidelines and the NCG Committee Charter, the NCG Committee is responsible for nominating, or recommending to the Board of Directors, nominees for election as directors. The NCG Committee will consider candidates for nomination as a director recommended by the Company’s 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. For additional details regarding the diversity of our Board of Directors, see “Information about our Executive Officers and Directors—Director Qualifications and Diversity”. 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. Recommendation of the Replacement Class I Directors. The NCG Committee generally works with a third-party search firm to identify suitable candidates for the Board of Directors and evaluate candidate recommendations from current directors. Such firm recommended Ms. Comonte and Dr. Shrank. In light of the resignations of Mr. Sobecki and Ms. Dulski and after evaluation of such candidates, the NCG Committee recommended to the Board of Directors and the Board of Directors elected Ms. Comonte and Dr. Shrank to serve the remainders of Mr. Sobecki and Ms. Dulski terms as Class I directors effective June 1, 2023 and August 5, 2023, respectively.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS Set forth below are the names, ages, and current positions with us as of April 4, 2024 of our executive officers and directors. Directors are elected at the annual meeting of shareholders. Executive officers are appointed by, and hold office at, the discretion of the Board of Directors.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| Name | Age | Position | | Sima Sistani | 44 | Chief Executive Officer, Director | | Heather Stark | 50 | Chief Financial Officer | | Jacqueline Cooke | 45 | General Counsel and Secretary | | Pierre-Olivier Latour | 44 | Chief Technology Officer | | Amanda Tolleson | 43 | Chief Marketing Officer | | Thilo Semmelbauer(1) | 58 | Chairman of the Board of Directors | | Steven M. Altschuler, M.D.(2) | 70 | Director | | Julie Bornstein(2) | 54 | Director | | Tracey D. Brown(1)(3) | 56 | Director | | Tara Comonte(2)(3) | 50 | Director | | Denis F. Kelly(3) | 74 | Director | | Julie Rice(1) | 53 | Director | | William Shrank, M.D. | 52 | Director | | Oprah Winfrey* | 70 | Director |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| * Not standing for re-election at the 2024 Annual Meeting. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (1) Member of Nominating and Corporate Governance Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (2) Member of Compensation and Benefits Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (3) Member of Audit Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
Sima Sistani. Ms. Sistani has served as a director and our Chief Executive Officer since March 2022. Until February 2022, she worked at Epic Games, Inc., a video game and software developer and publisher, where she served as Chief Executive Officer of Houseparty, a face-to-face synchronous social network, and also was the senior executive leading social gameplay and feature development for Epic’s gaming products, including Fortnite. Prior to Epic’s acquisition of Houseparty in June 2019, Ms. Sistani was the Chief Executive Officer at Houseparty and served on its Board of Directors, having been one of its original co-founders prior to its February 2016 launch. She previously led mobile growth operations at Yahoo! Inc., a technology company, from November 2011 to May 2015, and from the time Yahoo! acquired Tumblr she served as Tumblr’s first Head of Media. Prior to that time, Ms. Sistani held positions at Goldman Sachs and Creative Artists Agency. Ms. Sistani received a B.A. from Duke University and an M.B.A. from the Kellogg School of Management at Northwestern University. Ms. Sistani is a director of Best Buy Co., Inc. Heather Stark. Ms. Stark has served as our Chief Financial Officer since May 2023. Ms. Stark previously served as our Interim Principal Financial Officer from December 2022 to May 2023 and Head of Finance, North America from April 2022 to December 2022. Prior to that time, she served as Vice President Finance & Commercial Development from July 2018 to April 2022, Vice President Finance from May 2015 to July 2018 and Director Finance from December 2010 to May 2015, all for our Canadian business. Prior to joining us, Ms. Stark was with Bacardi Limited, the world’s largest privately held spirits business, where she served as Controller of the Canadian business from September 2005 to November 2010. She also previously served as the Corporate Controller of Opta Minerals Inc., a Canadian publicly traded processor, distributor and seller of industrial minerals, from 2004 to 2005. Ms. Stark was a Chartered Accountant for PricewaterhouseCoopers LLP from 1999 through 2004. Ms. Stark received a B.A. in Canadian Studies from the University of Toronto and her Chartered Accountant and Chartered Professional Accountant designation from CPA Ontario. Jacqueline Cooke. Ms. Cooke has served as our General Counsel and Secretary since March 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 to 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. Pierre-Olivier Latour. Mr. Latour has served as our Chief Technology Officer since June 2023, after serving as our Head of Engineering from April 2023 to June 2023. Prior to joining us, Mr. Latour was an Engineering Executive at Epic Games, Inc., a video game and software developer and publisher, having served in several senior engineering management roles from September 2019 to April 2023. Beginning in November 2016, he served as the Chief Technology Officer at Houseparty, a face-to-face synchronous social network, prior to its acquisition by Epic Games in 2019. Previously, Mr. Latour held various engineering leadership positions with mid-stage Silicon Valley startup companies and sold several companies and technologies, including one to Apple in 2003. Mr. Latour received a master’s degree in Microengineering from EPFL (École polytechnique fédérale de Lausanne). Amanda Tolleson. Ms. Tolleson has served as our Chief Marketing Officer since August 2022. Prior to joining us, Ms. Tolleson served as Chief Customer Officer at Maisonette, a curated baby and kid’s marketplace, from March 2020 to August 2022. She previously held several roles at Birchbox, a subscription beauty service, most recently serving as Chief Customer Officer from March 2018 to March 2020 and Chief Marketing Officer from March 2016 to March 2018, after joining the company in January 2014. Prior to that, Ms. Tolleson held several positions at various brand and marketing strategy consultancies. Ms. Tolleson received a B.A. in Psychology from Stanford University and an M.B.A. from Harvard Business School. 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. Since May 2018, Dr. Altschuler has served as a Managing Director, Healthcare Ventures, of Ziff Capital Partners, a private investment firm. 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 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. and a director of Orchard Therapeutics plc. He previously served as Chair of the Board of Directors of Spark Therapeutics, Inc. and a director of Adtalem Global Education Inc.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
Julie Bornstein. Ms. Bornstein has been a director since February 2019. 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 is a director of YETI Holdings, Inc. and was previously a director of our Company from February 2019 to January 2022. Tara Comonte. Ms. Comonte has been a director since June 2023. Ms. Comonte served as Chief Executive Officer of TMRW Life Sciences, Inc., a life sciences technology company focused on the in vitro fertilization (IVF) sector, from May 2021 to July 2023, and as a member of its board of directors from December 2018 to September 2023. She previously worked at Shake Shack Inc., a publicly-traded restaurant chain, as President and Chief Financial Officer from October 2019 to May 2021 and Chief Financial Officer from June 2017. Prior to that, Ms. Comonte was with Getty Images Holdings, Inc., a global digital media company, where she served as Chief Financial & Business Affairs Officer and Executive Vice President from October 2016 to June 2017 and Chief Financial Officer and Senior Vice President from April 2013 to October 2016. She previously served as Chief Financial Officer at McCann Worldgroup, the world’s largest marketing communications business, from October 2010 to April 2010. Earlier in her career, she was a founding member and Global Chief Financial Officer & Chief Operating Officer of Mediabrands, part of Interpublic Group, and held various roles at publicly-traded companies and Ernst & Young where she qualified as a Chartered Accountant. Ms. Comonte earned a B.A. in Accounting and Finance from Heriot-Watt University. 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. Mr. Kelly has served as a Senior Advisor to TM Capital Corp., a private investment banking firm, since 2022. 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. From 1993 to 2001, he was a Managing Director of Prudential Securities Incorporated. Previously, 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. Julie Rice. Ms. Rice has been a director since August 2018. Since February 2021, she has served as the Co-Founder and Co-Chief Executive Officer of Peoplehood LLC, a connection and wellness company, and since June 2016, she has served as the Co-Founder of LifeShop LLC, an advising and investing company. From November 2017 to March 2019, Ms. Rice served as a Partner at WeWork, a shared workspace company. After co-founding SoulCycle Inc., a fitness company, in 2006, Ms. Rice served as Co-Chief Executive Officer from 2006 to 2015, Chief Talent and Creative Officer from 2015 to 2016 and a member of the board of directors from 2010 to 2018. Previously, Ms. Rice was a Talent Manager at Handprint Entertainment from 1997 to 2004. Ms. Rice received a B.A. in English and Theater from the State University of New York at Binghamton. William H. Shrank, M.D. Dr. Shrank has been a director since August 2023. Since January 2023, Dr. Shrank has been a venture partner to the Bio + Health team of Andreessen Horowitz, a private venture capital firm. 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 Women’s Hospital in Boston, Massachusetts and as an assistant professor at Harvard Medical School. Dr. Shrank received a B.A. in Psychology from Brown University and an M.D. from Cornell University Medical College. He also holds a M.S. in Health Services from the University of California, Los Angeles. Oprah Winfrey. Ms. Winfrey has been a director since October 2015. Most recently, Ms. Winfrey served as the Chairman and Chief Executive Officer of her cable network, OWN: Oprah Winfrey Network. Previously, she founded Harpo, Inc. in 1986, under which she has launched numerous media and entertainment businesses, including OWN: Oprah Winfrey Network, Oprah Daily, O, The Oprah Magazine, and Harpo Films, in addition to hosting and producing the award-winning talk show ‘The Oprah Winfrey Show’ for 25 years. Ms. Winfrey is a global media leader, philanthropist, producer, actress and author. She also has been serving as a member of the Smithsonian’s advisory council since 2004.
Fiscal 2023 Business Performance Summary
Fiscal 2023 Business Performance Summary We compete in the global weight management and health and wellness market which is rapidly evolving and increasingly competitive. Fiscal 2023 was a pivotal year for WW as we introduced our first clinical weight management offering to meet the significant shift in consumer sentiment regarding clinical weight management intervention and continued to tailor our portfolio of offerings and leverage technology for our members to improve their weight health. Fiscal 2023 End of Period Subscribers were 3.8 million, up 7% year-over-year, reflecting recruitment growth driven by efficient performance marketing and improvements to our product experience. End of Period Subscribers is an important indicator of both in-year and future performance and, as such, was used as a Company performance metric in our fiscal 2023 annual, performance-based cash bonus plan for eligible employees. In fiscal 2023, management continued its strategic realignment of its organizational structure and resources, including reducing its real estate footprint, and focusing on cost management. Operating income, the other key Company-wide metric used in our annual, performance-based cash bonus plan, benefitted from effective expense management during the year. The Company’s fiscal 2023 financial performance reflects the collective strategic focus of all WW employees which contributed to the fiscal 2023 annual, performance-based cash bonus attributable to the Company’s financial performance goals being paid out at a weighted achievement percentage of 133%. Fiscal 2023 also saw the reintroduction of performance stock units (“PSUs”) to align our compensation program with our commitment to return the Company to a growth trajectory.
Fiscal 2023 Pay for Performance and Executive Compensation Summary
| • | Annual, performance-based cash bonuses attributable to Company financial performance were paid at a weighted achievement percentage of 133%. Annual cash bonuses for fiscal 2023 could be earned based on the Company’s financial performance in relation to a global operating income goal and End of Period Subscriber goal, each of which are critical in our return to a growth trajectory. For the recipient named executive officers, other than the Chief Executive Officer and Chief Financial Officer, the executive’s individual performance was also considered in determining the amount of cash bonus earned for the year. Taking into account the Company’s 7% increase in fiscal 2023 End of Period |
Fiscal 2023 Pay for Performance and Executive Compensation Summary
| Subscribers year-over-year and fiscal 2023 operating income financial performance, the Company achieved a financial performance payout of 133% reflecting performance exceeding both its operating income and End of Period Subscriber goals, after taking into account certain adjustments to reported operating income, under its fiscal 2023 annual, performance-based cash bonus plan. |
Fiscal 2023 Pay for Performance and Executive Compensation Summary
| • | Outstanding stock options remain underwater. At the end of fiscal 2023, any outstanding stock options then held by a named executive officer were underwater and remain so. Stock options replaced PSUs as an equity vehicle in the Company’s annual equity program for fiscal years 2020 through 2022 due to the challenges of setting sufficiently-informed, long-term performance goals in the then-current uncertain environment. As discussed below, PSUs were reintroduced as an equity vehicle in the Company’s fiscal 2023 annual equity program. |
Fiscal 2023 Pay for Performance and Executive Compensation Summary
| • | Fixed share price methodology used for annual equity awards resulting in a reduction in the number of PSUs and RSUs granted. To appropriately conserve the use of shares, the Compensation Committee revised its methodology for determining the number of equity units to grant to participants pursuant to the annual equity award program, starting with the restricted stock units (“RSUs”) granted in November 2022. For equity awards granted in November 2022, fiscal 2023 and fiscal 2024, the Compensation Committee determined to use a fixed share price of $9.13 (i.e., the closing price of our Common Stock used to convert the value of the May 2022 annual equity award) for value conversion with respect to the number of applicable equity units. |
Fiscal 2023 Pay for Performance and Executive Compensation Summary
| • | PSUs were reintroduced into the annual equity program in fiscal 2023, representing one-third of the total annual grant equity mix, and such PSU allotment will be increased to 50% for the fiscal 2024 annual equity program. PSUs awarded as part of the fiscal 2023 annual equity program will vest subject to a relative total shareholder return (“TSR”) performance goal, measuring the Company’s stock price performance against the overall market performance of the Russell 2000 Index. This relative TSR performance goal aligns named executive officer performance goals directly with growing shareholder value. Performance will be assessed relative to the Russell 2000 Index constituents over the three-year performance period concluding December 31, 2025. As part of a planned ramp up, the weighting of PSUs for named executive officers’ annual equity awards will increase to 50% in fiscal 2024 with a corresponding reduction in RSUs to 50%. |
Executive Leadership Changes
| • | Ms. Stark was the only named executive officer who received a target compensation increase. In connection with Ms. Stark’s appointment as Chief Financial Officer, the Compensation Committee increased Ms. Stark’s base salary by 18.1% and annual equity target to 100% of base salary. Ms. Stark also received a one-time, special equity award of 30,000 RSUs in connection with her appointment. |
Executive Leadership Changes
| • | Separation agreements were entered into with departing named executive officers. Messrs. Colosi and Lysaght were entitled to certain payments and benefits as set forth in their respective separation agreements in connection with each of their departures. Upon departure from the Company, all unvested equity awards then held by each of Messrs. Colosi and Lysaght on his respective departure date were forfeited and each had the right to exercise all of his then vested stock options within 90 days of such date. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers” for additional details. |
Executive Compensation at a Glance
| | Target Compensation Mix | | | | Component | CEO(1) | Other NEOs(2) | Description | | Base Salary Attract and retain exceptional talent critical to our success | | | • Reflects job responsibilities and performance • Determined based on the executive’s position, level, scope of responsibility, prior experience and accomplishments, and contextual market data on salaries and inflation | | Annual, Performance-Based Cash Bonus Drive and reward the achievement of our annual business objectives and, in certain cases, individual performance | | | • Target bonus value determined based on role, ranging from 60% to 150% of salary • Maximum payouts capped • CEO and CFO bonuses based on Company performance (100%) • Other named executive officer bonuses based on Company performance (75%) and individual performance (25%) • Fiscal 2023 Company performance was assessed against an equally weighted combination of a global full year operating income goal and End of Period Subscribers goal | | Long-Term Incentives Align executive compensation with our long-term goals and creation of shareholder value | | | • Target equity value determined based on role, ranging from 100% to 400% of salary • Actual grant values ranged from 93% to 372% of salary, reflecting the application of the fixed share price methodology described above (awards granted based on a fixed price of $9.13) • Fiscal 2023 awards granted to then-current executive officers in the form of PSUs (one-third) and RSUs (two-thirds) in one installment (May) • RSU awards will vest proportionately over three years on each anniversary of the applicable grant date • PSUs earned can range from 0% – 200% of target based on a three-year relative TSR performance goal and vest on the third anniversary of the grant date |
Executive Compensation at a Glance
| (1) Based on Ms. Sistani’s annual target compensation package, which is comprised of annual base salary, target bonus and target equity (i.e., target equity percentage times base salary). |
Executive Compensation at a Glance
| (2) Based on Mses. Stark’s and Tolleson’s and Messrs. Latour’s and Colosi’s annual target compensation packages, which are (or in the case of Mr. Colosi, were) comprised of annual base salary, target bonus and target equity (i.e., target equity percentage times base salary). Values exclude Ms. Stark’s promotional, special equity award of RSUs. Mr. Lysaght is excluded from the percentage calculations given his departure from the Company in June 2023; the Company and Mr. Lysaght entered into his separation agreement which contained his compensation with respect to the remainder of fiscal 2023. |
Our Philosophy, Objectives and Principles
| • | Pay for Performance. Align executive compensation with performance measures that ensure a strong connection between executive compensation and both (i) Company and individual performance on near- and long-term strategic and financial goals and (ii) creation of shareholder value. |
Elements of Executive Compensation
| • | Annual incentive cash bonuses reflecting performance during the year; |
Elements of Executive Compensation
| • | Long-term equity-based compensation intended to align named executive officers’ interests with those of shareholders, reflecting multi-year financial, operational and/or stock price performance; and |
Annual, Performance-Based Cash Bonus
Annual, Performance-Based Cash Bonus The Company’s executive compensation program provides for a variable cash bonus that incentivizes and rewards executives based on the achievement of Company and individual performance objectives, as applicable. Each named executive officer’s annual target cash bonus, expressed as a percentage of base salary, is reviewed by the Compensation Committee periodically, based on the factors described in the “— Compensation Governance—Competitive Considerations” section below. With respect to the fiscal 2023 annual, performance-based cash bonus program, the Compensation Committee only approved a change in cash bonus target percentage for Ms. Stark as set forth below. With respect to fiscal 2023, the level of annual cash bonus that could have been earned ranged from 0% to 200% of target depending on performance. Following are the target bonus opportunities for the named executive officers approved for the fiscal 2023 annual, performance-based cash bonus program:
Annual, Performance-Based Cash Bonus
| Named Executive Officer | Target Bonus Opportunity (% of Base Salary at Fiscal 2023 Year End) | | Sima Sistani | 150% | | Heather Stark | 65% | | Pierre-Olivier Latour(1) | 60% | | Amanda Tolleson | 75% | | Michael F. Colosi(2) | 60% | | Michael Lysaght(2) | 65% |
Annual, Performance-Based Cash Bonus
| (1) Pursuant to the terms of his employment agreement, Mr. Latour’s fiscal 2023 annual, performance-based cash bonus was guaranteed at 50% of his target bonus pro-rated based on his employment commencement date. For fiscal 2023, Company and individual performance resulted in a bonus payout to Mr. Latour in excess of 50% of his bonus target. Accordingly, Mr. Latour’s actual bonus was based entirely on actual performance rather than his bonus guarantee. |
Annual, Performance-Based Cash Bonus
| (2) Messrs. Colosi and Lysaght were not eligible for annual, performance-based cash bonuses in respect of fiscal 2023 given they were not employed by the Company on the payment date. |
Annual, Performance-Based Cash Bonus
Company Financial Performance The Compensation Committee establishes the Company financial performance goals each year with reference to the Company’s internal annual operating plan. In fiscal 2023, the Compensation Committee introduced End of Period Subscribers as a new quantitative performance measure as it is a fundamental indicator of growth given our subscription model. This metric was equally weighted alongside full year operating income as a financial performance metric given operating income remains an important measure of Company performance. The Chief Executive Officer’s and Chief Financial Officer’s annual, performance-based cash bonuses continued to be based solely on the quantitative measures of Company performance. The other named executive officers’ annual, performance-based cash bonuses were based 75% on the Company’s financial performance (allocated as set forth below) and 25% on their individual performance in areas of strategic importance and accountability that contribute to Company success.
Annual, Performance-Based Cash Bonus
| Chief Executive Officer and Chief Financial Officer | Other Named Executive Officers | | | |
Annual, Performance-Based Cash Bonus
The Compensation Committee establishes Company performance goals each year so that the minimum performance level is reasonably likely to be achieved, while the target and maximum performance goals are more challenging. In recent years, the Company has not exceeded the target financial performance goals. The Compensation Committee believes that the evaluation of the Company’s financial performance goals is best achieved if the actual fiscal year results are adjusted to exclude certain items while the target objectives remain fixed. For fiscal 2023, the Compensation Committee reserved the ability to adjust the actual results to exclude, if any, the effects of extraordinary, unusual or infrequently occurring events, significant non-operating items, macroeconomic events or trends or changes in accounting principles and to exercise discretion with respect to matters of accounting judgment, allocation and relative financial performance between business units. The Company reported global fiscal 2023 operating income of $22.3 million. The Compensation Committee evaluated this actual performance against the established performance goal of $82.8 million. Following its evaluation, the Compensation Committee adjusted the reported operating income of the Company for fiscal 2023 by $67.2 million in the aggregate, which consisted of the exclusion of the aggregate impact of fiscal 2023 impairment charges of $3.6 million; the net impact of restructuring charges in connection with our previously disclosed fiscal 2021, fiscal 2022 and fiscal 2023 restructuring plans of $54.9 million in the aggregate; and the net impact of $8.6 million in transaction costs associated with our acquisition of Weekend Health, Inc. (d/b/a Sequence). As a result of these adjustments, fiscal 2023 adjusted operating income was $89.49 million (108% of the operating income goal). Therefore, the Compensation Committee approved a payout of 108% with respect to operating income performance as set forth below. The Company reported fiscal 2023 End of Period Subscribers of 3.8 million. The Compensation Committee evaluated this actual performance against the established performance goal of 3.56 million. The Compensation Committee determined to not adjust actual End of Period Subscriber results. Accordingly, the Compensation Committee approved a payout 158% based on the achievement of 107% of the End of Period Subscriber goal.
Annual, Performance-Based Cash Bonus
| Fiscal 2023 Metric | Weighting | Threshold (millions) | Target (millions) | Maximum (millions) | Fiscal 2023 Results (millions) | Payout (% of Target) | | Full Year Operating Income | 50% | $78.66 (95%) | $82.8 (100%) | $165.6 (200%) | $89.49 | 108% | | Fiscal 2023 End of Period Subscribers | 50% | 3.31(93%) | 3.56 (100%) | 3.97 (200%) | 3.80 | 158% | | Pay out (% of Target)(1) | — | 50% | 100% | 200% | — | 133% |
Annual, Performance-Based Cash Bonus
| (1) For performance below threshold, no payout is earned. For performance between threshold and target, or target and maximum, the payout is interpolated on a straight-line basis. |
Annual, Performance-Based Cash Bonus
Individual Performance Named executive officers other than the Chief Executive Officer and Chief Financial Officer have an element of their annual, performance-based cash bonus determined based on performance relative to individual goals for the fiscal year. Typically, individual performance goals are set by the executive’s manager reflecting areas of individual accountability that contribute to Company success. Goals are established with reference to the Company’s strategic plan and objectives, and each executive’s individual responsibilities. The executive’s manager determines after the end of each fiscal year the executive’s individual performance rating and associated payout for the past year based on the executive’s performance against her or his individual performance goals. Similar to the Company performance measures, individual performance outcomes can range from 0% to 200% of target. Achieving the target individual performance goal for all individual performance objectives would yield an individual performance percentage payout of between 80% and 110% or as otherwise determined in the discretion of the executive’s manager. An executive is only eligible for an annual, performance-based cash bonus if he or she is awarded by his or her manager an individual performance percentage payout of 25% or more, regardless of whether the Company achieves the threshold financial performance goals for the year. For the named executive officers with an individual component in their performance-based cash bonus, the Chief Executive Officer initially determines the individual performance percentage payouts which are reviewed and approved by the Compensation Committee. Payout of the Fiscal 2023 Annual, Performance-Based Cash Bonus The Compensation Committee determines and approves the amount of the annual, performance-based cash bonus to be paid to each eligible named executive officer following fiscal year end, with the payout generally occurring in March or April following the completion of the annual audit of the Company’s financial statements by the Company’s independent registered public accounting firm. The following table shows the fiscal 2023 annual, performance-based cash bonus payout for each of the eligible named executive officers. Given he was not employed by the Company on the date the bonus was paid, each of Messrs. Colosi and Lysaght was not eligible for an annual performance-based cash bonus in respect of fiscal 2023.
Annual, Performance-Based Cash Bonus
| Named Executive Officer | Target Bonus Percentage (% of Fiscal 2023 Year End Base Salary) | Weighted Financial Performance Payout | Individual Performance Payout | Overall Percentage Payout (% of Target Bonus) | Actual Performance- Based Cash Bonus | | Sima Sistani | 150% | 133% | n/a | 133% | $2,470,084 | | Heather Stark | 65% | 133% | n/a | 133% | $439,269(1) | | Pierre-Olivier Latour | 60% | 133% | 100% | 125% | $278,093(2) | | Amanda Tolleson | 75% | 133% | 118.6% | 130% | $417,875 |
Annual, Performance-Based Cash Bonus
| (1) The bonus amount was paid to Ms. Stark in Canadian dollars and converted into U.S. dollars using the exchange rate on February 26, 2024 (i.e., $0.7405), the date on which Ms. Stark’s annual, performance-based cash bonus was approved. |
Annual, Performance-Based Cash Bonus
| (2) The bonus amount was paid to Mr. Latour in Swiss francs and was converted into U.S. dollars using the exchange rate on February 26, 2024 (i.e., $1.1364), the date on which Mr. Latour’s annual, performance-based cash bonus was approved. Pursuant to the terms of his employment agreement, amount shown reflects the pro-ration of Mr. Latour’s cash bonus amount based on his employment commencement date. |
Other Cash Bonuses
Other Cash Bonuses From time to time, in order to attract or retain executive talent, to reward performance outside of the executive’s individual responsibilities, to reward performance on a special project or to reward performance of extraordinary responsibilities assumed by the executive, the Compensation Committee may award other cash bonuses to executives.
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation The Compensation Committee may periodically award executives, including the named executive officers, equity-based awards. The principal objective is to align compensation for executives over a multi-year period directly with the interests of shareholders of the Company. The Company believes that granting equity-based awards provides executives with a strong financial incentive to maximize shareholder returns over the longer term, and that these awards are an important tool with which to recruit, retain and motivate the key talent necessary to ensure the Company’s continued success. Fiscal 2023 Annual Awards In May 2023, annual equity incentive awards were granted to each named executive officer, excluding Mr. Lysaght, in a combination of PSUs and RSUs (other than in the case of Mr. Latour who received only RSUs). This marked the reintroduction of PSUs as an annual equity award vehicle, which were temporarily replaced by stock options as discussed in further detail above. PSUs accounted for one-third of the target annual equity award mix for the applicable named executive officers. These PSUs have both time- and performance-vesting criteria. The time-vesting criteria will be satisfied on the third anniversary of the grant date (i.e., May 15, 2026). The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. Basing the performance-vesting criteria on the Company’s relative TSR performance aligns named executive officers’ compensation with growing shareholder value.
Long-Term Equity Incentive Compensation
| | Below threshold | Threshold | Target | Maximum or above | | WW TSR performance relative to the Russell 2000 Index constituents | < 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | | Payout (% of Target) | 0% | 50% | 100% | 200% |
Long-Term Equity Incentive Compensation
The remaining two-thirds of the target annual equity award mix for these named executive officers was granted in RSUs. Mr. Latour’s annual equity award was granted solely in RSUs given he was not an executive officer of the Company on the grant date of the annual equity awards. These RSUs vest in equal tranches on the first, second and third anniversaries of the date of grant. In response to concerns about share dilution and the availability of shares under our Third Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), the Compensation Committee determined that the November 2022, fiscal 2023 and fiscal 2024 annual equity awards would be granted based on a fixed share price methodology. The share price used to determine the number of PSUs and RSUs to grant was and will be, as applicable, fixed at $9.13, which price was 7.41% higher than the share price (i.e., $8.50) that would have been used under the Company’s historical methodology for value conversion. See “—Compensation Governance—Additional Information—Equity Grant Procedures” for additional information on the Company’s value conversion methodologies. Accordingly, 6.9% fewer PSUs and RSUs were granted to named executive officers as summarized below. The Compensation Committee approved the following annual equity awards in respect of fiscal 2023 for the eligible named executive officers. These awards were granted in May 2023. Given the timing of Mr. Lysaght’s departure from the Company, he was not eligible to receive an annual equity grant in respect to fiscal 2023.
Long-Term Equity Incentive Compensation
| Named Executive Officer | Target Opportunity (% of Base Salary) | Target Value(1) | Total No. of PSUs and RSUs Assumed Granted Based on $8.50 Share Price(2) | Total No. of PSUs and RSUs Granted Based on Fixed Share Price Methodology at $9.13 | | Sima Sistani | 400% | $4,944,000 | 581,646 | 541,511 | | Heather Stark | 100% | $512,243 | 60,263 | 56,105 | | Pierre-Olivier Latour(3) | 125% | $667,434 | 78,521 | 73,103 | | Amanda Tolleson | 100% | $430,000 | 50,587 | 47,097 | | Michael F. Colosi | 125% | $659,571 | 77,595 | 72,241(4) |
Long-Term Equity Incentive Compensation
| (1) Target value of annual equity award as approved by the Compensation Committee, prior to the application of the fixed share price methodology to determine the number of PSUs and RSUs to be granted, and based on base salary converted to U.S. dollars. |
Long-Term Equity Incentive Compensation
| (2) Number of PSUs and RSUs that would have been granted if the historical methodology for determining the number of equity units to grant had been used. See “—Compensation Governance—Additional Information—Equity Grant Procedures” for additional information on the Company’s value conversion methodologies. |
Long-Term Equity Incentive Compensation
| (3) Mr. Latour’s grant was made entirely in RSUs. |
Long-Term Equity Incentive Compensation
| (4) These awards were forfeited in connection with Mr. Colosi’s departure from the Company. |
Long-Term Equity Incentive Compensation
Fiscal 2018—2023 Awards The following table summarizes the equity mix, vesting provisions and where relevant the performance goals associated with annual equity awards granted to our named executive officers. This excludes any special awards, including but not limited to new hire awards and promotional awards.
Long-Term Equity Incentive Compensation
| | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | Percentage of Target PSUs Vested | Stock Option Status | | 2018 | 66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% PSUs which did not vest based on fiscal 2020 operating income and revenue performance | | | | | | | | | 0% | N/A | | | 2019 | 66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% PSUs which did not vest based on fiscal 2021 operating income performance | | | | | | | | 0% | N/A | | | | 2020 | 66.7% RSUs which vested in equal 1/6th tranches over three years 33.3% Stock Options which cliff vested on the third anniversary of the date of grant | | | | | | | N/A | Underwater | | | | | 2021 | 66.7% RSUs which vest in equal 1/3rd tranches over three years 33.3% Stock Options which cliff vest on the third anniversary of the date of grant | | | | | | N/A | Underwater | | | | | | 2022(1)(2) | 50.0% RSUs which vest in equal 1/3rd tranches over three years 50.0% Stock Options which vest in equal 1/3rd tranches over three years | | | | | N/A | Underwater | | | | | | | 2023(2) | 66.7% RSUs which vest in equal 1/3rd tranches over three years 33.3% PSUs which will vest based on three-year relative TSR performance | | | | To be assessed in Q1 2026 | N/A |
Long-Term Equity Incentive Compensation
| (1) Ms. Stark’s annual equity award allocated 66.7% RSUs and 33.3% Time-Vesting Options (as defined below). |
Long-Term Equity Incentive Compensation
| (2) November 2022 and fiscal 2023 awards were granted using the fixed share price methodology described above. |
Long-Term Equity Incentive Compensation
Fiscal 2024 Annual Awards In fiscal 2024, annual equity incentive awards will continue to be granted to named executive officers in a combination of PSUs and RSUs, with the weighting of PSUs increasing to 50% and a reduction in the weighting of RSUs to 50%. This increase in the proportion of PSU awards strengthens the alignment of interests among our executive officers and our shareholders and will link compensation outcomes to the Company’s success in delivering shareholder value. Special Awards From time to time, special equity awards may be made to certain named executive officers in connection with an appointment, promotion, change in or assumption of new job responsibilities, job performance or other special circumstance. Historically, such special awards consisted of stock options, RSUs, PSUs or a combination thereof. With respect to stock options and RSUs granted, vesting and exercise prices, as applicable, are established at the time the Compensation Committee grants special awards and reflect their intended purpose. In connection with her appointment as Chief Financial Officer, Ms. Stark received a one-time award of 30,000 RSUs in addition to her annual grant captured in the table above. The award is subject to the same vesting conditions as her annual award of RSUs granted on the same date.
Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements
Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements The objectives of the Company’s retirement and deferred compensation plans and other retirement arrangements are to help provide financial security into retirement, reward and motivate tenure, and retain talent in a competitive market. In addition, the objective of the Company’s termination payments to senior executives is to help attract talent in a competitive market and, in the event of payments upon a change of control, is to motivate certain executives to remain with the Company despite the uncertainty that may arise in the context of change of control situations. 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 participates 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 2023 tax year, this annual limit was $23,236(1). Generally, the Company matches an employee’s contributions up to 5% of the employee’s annual eligible earnings. In fiscal 2023, pursuant to the terms of her employment agreement, the Company made monthly flat rate contributions to the plan for Ms. Stark’s benefit of $11,296(2) in the aggregate. All Company and employee contributions to this plan are fully vested upon contribution. Mr. Latour participates in a Tier II statutory Swiss pension plan for all eligible, full-time Swiss employees earning over $26,198(3) per annum in accordance with Swiss law. In fiscal 2023, the Company made monthly contributions to the plan for Mr. Latour’s benefit of $17,244(4) in the aggregate.
Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements
Legacy Executive Profit Sharing Plan The Company historically offered an executive profit sharing plan for U.S. highly compensated employees, including certain of the U.S. named executive officers, that provided for a guaranteed monthly Company contribution for each participant based on the participant’s age and the participant’s eligible earnings, with the ability for supplemental Company contributions at the discretion of the Company. The Company suspended all monthly contributions for participants, including named executive officer participants, in March 2022. Pursuant to the terms of the plan, the Company continues to credit each then-participating named executive officer’s account with interest at an annual rate equal to the sum of (a) 2% plus (b) the annualized prime rate, as published in The Wall Street Journal, compounded as of the end of each fiscal month, subject to a cap of 15%, as it has done in the past. Contributions to a participant’s account and the associated interest are fully vested when the participant’s aggregate service to the Company totals three years. Contributions and interest also generally fully vest immediately upon the participant reaching the age of 65, becoming permanently disabled or dying, or being terminated by the Company without “cause”. Generally, the vested contributions to a participant’s account and interest thereon are paid to the participant, or her or his beneficiary or legal representative, as the case may be, following the participant’s termination of employment with the Company other than termination by the Company for “cause” in which case all benefits are forfeited by the participant. The timing of any such distribution following termination is subject to the terms of the plan. The plan also provides for certain early payments from a participant’s account in limited hardship situations, subject to the terms of the plan. Termination Payments upon a Change of Control The Company has determined that it is in the best interests of its shareholders to reinforce and encourage the continued attention and dedication of our key executives to their duties, without personal distraction or conflict of interest in circumstances that could arise in connection with any change of control of the Company. Therefore, the Company has entered into continuity agreements with certain of our named executive officers and certain other senior executives which provide for certain severance payments and provision of benefits upon a termination in connection with a change in control. For a more fulsome discussion of these benefits, see “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon a Change of Control—Continuity Agreements”. Other Retirement, Retention or Severance Arrangements The Company has no formal policy regarding retirement or retention arrangements. From time to time, the Compensation Committee or the Board of Directors in its discretion, based upon the nature or circumstances surrounding the hiring, promotion, retention or departure of an individual, or upon review of the transition and skill needs of the Company, competitive conditions and/or the relationship of a senior executive’s compensation to the compensation of other senior executives of the Company, enters into retirement, retention and/or severance arrangements with certain senior executives, including certain named executive officers. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers” for additional details on Messrs. Colosi’s and Lysaght’s separation agreements. Additionally, the Company is subject to certain statutory and, in some cases, common law requirements of the countries in which it operates that may give rise to certain benefits for its senior executives upon retirement, termination or other events.
Roles and Responsibilities
Roles and Responsibilities Role of the Compensation Committee The Compensation Committee is comprised of independent non-employee directors and is responsible for determining the compensation for each of the named executive officers. For a discussion of the principal responsibilities and duties of the Compensation Committee, see “Corporate Governance—Committees of the Board of Directors—Compensation Committee”. In particular, from time to time during the fiscal year, the Compensation Committee reviews the base salary, cash bonuses, equity-based incentive compensation and other material benefits, direct and indirect, of the named executive officers. When determining the appropriate level and mix of compensation, the Compensation Committee gives consideration to factors including the named executive officer’s impact on the Company’s results, scope of responsibility, past accomplishments and prior experience, data on prevailing compensation levels and performance evaluations from the Chief Executive Officer on roles other than her own. For each named executive officer, the Compensation Committee determines each component of compensation based on its assessment of the executive’s achievement of her or his individual performance goals and objectives, as applicable, as well as the Company’s overall achievement of its goals and objectives. Role of Management The Chief Executive Officer does not participate in the Compensation Committee’s deliberations or decisions regarding her own compensation. At the Compensation Committee’s request, the Chief Executive 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 her 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. Role of our Shareholders We understand the importance of shareholder outreach and reach out to our major shareholders to enter into dialogue regarding their respective advisory views on the compensation of our named executive officers and, if they so wish, our corporate governance practices. The Compensation Committee considers the results of the advisory, non-binding “say-on-pay” votes in connection with the discharge of its responsibilities. At our 2023 Annual Meeting, approximately 97% of votes were cast in favor of say-on-pay, demonstrating strong support for the compensation of our named executive officers. In addition, the Company’s Vice President, Investor Relations, its General Counsel and Secretary and other members of management engage in discussions with certain institutional investors to discuss these topics. We ensure that the Compensation Committee or the NCG Committee, as appropriate, receives reports on any such input received from these shareholders to inform their discussions on these matters and take any actions they deem appropriate in response to such input. For example, in response to the continued consideration of feedback in our 2022 shareholder engagement efforts, the Compensation Committee approved the reintroduction of PSUs to our annual equity award mix for fiscal 2023 to address the feedback that our compensation program lacked performance-based, long-term incentive awards. Additionally, in consultation with the NCG Committee and in recognition of the shareholder feedback regarding our current plurality voting standard as described in Proposal 4 of this Proxy Statement, the Board of Directors is recommending that the shareholders approve the amendment to our Articles to adopt a majority voting standard in uncontested elections of directors. In furtherance of our understanding of the importance of shareholder outreach, we expect to continue the dialogue with our major shareholders in fiscal 2024.
Use of Employment Agreements
Use of Employment Agreements The Company enters into employment agreements with executive officers on a case-by-case basis while also taking into account local practices. On February 23, 2022, the Company entered into an employment agreement with Ms. Sistani in connection with her appointment as Chief Executive Officer effective March 21, 2022 (the “Sistani Employment Agreement”). In accordance with local practice in Canada and Switzerland, Ms. Stark and Mr. Latour are also employed by the Company pursuant to an employment agreement. Apart from continuity agreements, which detail severance and termination payments, benefits and other provisions, none of the other named executive officers has an employment agreement with the Company.
Additional Information
Additional Information Excess Parachute Payment Excise Taxes Under the terms of the Company’s continuity agreements with Mses. Sistani and Tolleson, if it is determined that certain payments and benefits provided under the agreement and under any other plan or arrangement with the Company and its affiliates in the aggregate would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (the “280G excise tax”), or to any similar tax, then the potential parachute payments to each such executive will be reduced to the extent necessary to avoid the imposition of such 280G excise tax if the executive would be in a better net after-tax position as a result of such reduction in payments. These terms reflect the “Best Net” approach. Internal Revenue Code Section 409A If, under the continuity agreements or our stock plans, any payments or benefits that the Company would be required to provide under the continuity agreements or any of our stock plans cannot be provided in the manner contemplated in the continuity agreements or under the applicable plan without subjecting the executive to income tax under Section 409A of the Internal Revenue Code, the Company shall provide such intended payments or benefits to the executive in an alternative manner that conveys an equivalent economic benefit to the executive without materially increasing the aggregate cost to the Company. The Section 162(m) of the Internal Revenue Code $1 Million Deduction Limit Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to a public corporation for compensation over $1.0 million paid in any fiscal year to a company’s chief executive officer or other named executive officers. The Compensation Committee expects in the future to authorize compensation in excess of $1.0 million to named executive officers that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Company and its shareholders. Accounting Considerations The Compensation Committee also considers the accounting and cash flow implications of various forms of executive compensation. In its financial statements, the Company records salaries and performance-based compensation incentives as expenses in the amount paid, or to be paid, to the named executive officers. Accounting rules also require the Company to record an expense in its financial statements for equity awards, even though equity awards are not paid as cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, Topic 718, Compensation—Stock Compensation. The Compensation Committee believes, however, that the many advantages of equity-based compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them. Equity Grant Procedures The Compensation Committee administers our stock plans. In fiscal 2023, pursuant to its equity grant procedures, the Compensation Committee based annual awards on an aggregate dollar value based on a percentage of an executive’s base salary which would then be converted into a number of RSUs and PSUs as described below. Pursuant to its equity grant procedures, for awards that are a mix of equity vehicles, the aggregate dollar value is typically divided between the forms of equity based on percentage amounts approved by the Compensation Committee. Historically, annual awards generally would be granted (i) with respect to RSUs, in two equal installments and (ii) with respect to PSUs, in one installment. Historically, the first installment of an annual award consisting of RSUs and/or PSUs is generally granted on or about the 15th day of April or May each year (except in the case of a new employee who is granted the right to participate in the annual award program in her or his year of hire and whose employment start date is after the grant date, in which case the first installment is granted on or about the 15th day of the calendar month following such start date) and the second installment of an annual award consisting of RSUs is generally granted on or about the 15th day of the month six months thereafter; provided, however, in the event such grant date falls on a weekend, the applicable grant is made on the trading day immediately preceding that date. To provide for these two grant dates for annual awards, and any hiring award or special award that contemplates two or more grant dates, the aggregate dollar amounts allocated to stock options, RSUs and/or PSUs, as applicable, is divided evenly by the applicable number of grant dates and the resulting dollar amounts are then converted into stock options, RSUs and/or PSUs per grant date as described below. In the case of the annual awards for the then named executive officers in fiscal 2019, the Compensation Committee determined to grant annual awards, both RSUs and PSUs, in one installment on April 15, 2019 and to have the RSUs vest one-sixth on each of April 15th and October 15th of 2020, 2021 and 2022 to balance vesting dates throughout the year to improve employee retention and to have the PSUs vest 100% on the third anniversary of the grant date to improve employee retention. In the case of the annual awards for the then named executive officers in fiscal 2020, the Compensation Committee determined to grant annual awards, both RSUs and stock options with time-vesting criteria (“Time-Vesting Options”), in one installment on April 15, 2020 and to have the RSUs vest one-sixth on each of April 15th and October 15th of 2021, 2022 and 2023 to balance vesting dates throughout the year to improve employee retention and to have the Time-Vesting Options vest 100% on the third anniversary of the grant date to improve employee retention. In the case of the annual awards for the then named executive officers in fiscal 2021 and fiscal 2022, the Compensation Committee determined to grant annual awards consisting of both RSUs and Time-Vesting Options. These RSUs were granted in two equal installments on April 15th and October 15th of 2021 and May 16th and November 15th of 2022, and vest one-third per year over three years on each anniversary of the applicable grant date to balance vesting dates throughout the year to improve employee retention. These Time-Vesting Options were granted in one installment on each of April 15, 2021, which vest 100% on the third anniversary of the grant date, and May 16, 2022, which vest one-third per year over three years on each anniversary of the grant date, to improve employee retention. For fiscal 2023, the Compensation Committee reverted to an annual award consisting of a mix of RSUs and PSUs, which were granted in one installment on May 15, 2023. These RSUs will vest one-third per year over three years on each anniversary of the grant date and these PSUs will vest 100% on the third anniversary of the grant date.
Additional Information
Generally, when converting the aggregate dollar value for an annual award into a number of RSUs, PSUs or stock options, as applicable, the number of RSUs and PSUs granted has been determined based on the closing price of our Common Stock one week before the applicable grant date and the number of stock options granted has been determined based on the Black-Scholes value of an option with respect to our Common Stock one week before the applicable grant date. The Compensation Committee revised its valuation methodology for determining the number of RSUs granted in November 2022, with the same approach being or to be used, as the case may be, in fiscal 2023 and fiscal 2024 and adopted a fixed share price methodology using $9.13 (i.e., the closing price of our Common Stock used to convert the value of the first installment of the fiscal 2022 annual equity awards into a fixed number of RSUs which were granted in May 2022). The Compensation Committee determined to continue to apply the fixed share price methodology, which was introduced for the November installment of the fiscal 2022 annual equity awards, for determining the number of RSUs and PSUs to be granted as annual equity awards in fiscal 2023 and fiscal 2024 and to use the same fixed share price of $9.13. Stock options granted as an annual award have historically been generally granted at an exercise price determined by the higher of (i) the average of the closing price of our Common Stock on the grant date and the four previous trading days or (ii) the closing price of our Common Stock on the grant date. In certain circumstances, these calculations may result in an exercise price in excess of the closing price of our Common Stock on the grant date. All equity awards granted to named executive officers require the approval of the Compensation Committee or the Board of Directors.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid to or earned by each of the named executive officers for fiscal 2023, fiscal 2022 and fiscal 2021, as applicable.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation | Total | | Sima Sistani | 2023 | $1,236,000 | — | $5,161,249 | — | $2,470,084 | — | $6,085(5) | $8,873,418 | | Chief Executive Officer | 2022 | $950,769 | $1,452,723 | $3,328,000 | $5,685,195 | $— | — | $1,723 | $11,418,410 | | Heather Stark(6) | 2023 | $481,038 | — | $756,748 | — | $439,269 | — | $13,874(7) | $1,690,929 | | Chief Financial Officer | 2022 | $281,345 | — | $60,410 | $38,066 | $140,985 | — | $11,436 | $532,242 | | Pierre-Olivier Latour(8) | 2023 | $377,086 | — | $540,962 | — | $287,093 | — | $17,244(9) | $1,222,385 | | Chief Technology Officer | | | | | | | | | | | Amanda Tolleson | 2023 | $430,000 | — | $448,889 | — | $417,875 | — | $7,740(10) | $1,304,504 | | Chief Marketing Officer | 2022 | $157,115 | $100,000 | $95,369 | — | $93,641 | — | $1,240 | $447,365 | | Michael F. Colosi | 2023 | $527,657 | — | $688,542 | — | — | $40,430 | $918,772(11) | $2,175,401 | | Former General Counsel and Secretary | 2022 | $523,539 | — | $206,787 | $260,981 | $221,616 | $24,444 | $29,947 | $1,267,314 | | | 2021 | $506,387 | — | $422,217 | $200,551 | $143,959 | $16,781 | $62,043 | $1,351,938 | | Michael Lysaght | 2023 | $243,269 | — | — | — | — | $23,043 | $345,721(12) | $612,033 | | Former Chief Technology Officer | 2022 | $537,311 | — | $301,765 | $380,849 | $236,844 | $13,924 | $16,491 | $1,487,184 | | | 2021 | $502,980 | — | $903,061 | $199,205 | $139,192 | $9,324 | $38,594 | $1,792,356 |
SUMMARY COMPENSATION TABLE
| (1) Amounts shown reflect the named executive officer’s annual base salary earned during the fiscal year taking into account increases, if any, in base salary during the course of the year and are not reduced to reflect the named executive officer’s election, if any, to defer receipt of salary into our savings plan for salaried U.S. employees, or in the case of Ms. Stark, our savings plan for eligible, full-time Canadian employees, or in the case of Mr. Latour, the Tier II statutory Swiss pension plan for all Swiss employees in accordance with Swiss law. Any increases in annual base salary, if any, for named executive officers in each fiscal year were determined following the beginning of that year. In fiscal 2023, only Ms. Stark’s annual base salary was increased. Such increase was in connection with her assuming the role of Chief Financial Officer effective May 4, 2023. Mr. Latour’s salary earned in fiscal 2023 reflects that portion of his salary earned from April 17, 2023, the date he commenced employment with the Company. Each of Messrs. Colosi’s and Lysaght’s salary earned in fiscal 2023 reflects that portion of his salary earned through his departure date of December 29, 2023 and June 2, 2023, respectively. For additional details on actions taken with respect to the base salaries of the applicable named executive officers in fiscal 2023, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Base Salary”. Each of Mses. Sistani’s and Tolleson’s salary earned in fiscal 2022 reflects that portion of her salary earned from the date she commenced employment with the Company on March 21, 2022 and August 15, 2022, respectively. |
SUMMARY COMPENSATION TABLE
| (2) Stock awards consist of awards of RSUs and PSUs, if any, granted in fiscal 2023. The award of an RSU is the right to receive one share of our Common Stock upon the vesting date of the RSU. The award of a PSU is the right to receive a number of shares of Common Stock upon the satisfaction of certain time- and performance-vesting criteria. The time-vesting criteria will be satisfied on May 15, 2026. The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. The final number of PSUs earned can range from 0-200% of the target number, depending on Company performance. For additional details on the number of PSUs that become vested upon satisfaction of both the above vesting criteria and other material terms, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Long-Term Equity Incentive Compensation—Fiscal 2023 Annual Awards”. Amounts shown represent the aggregate grant date fair value of the applicable RSUs and PSUs, if any, granted during fiscal 2023, each as calculated in accordance with applicable accounting standards. The grant date fair value for RSUs is based solely on the closing price of our Common Stock on the date of the grant or, if the market was closed on the date of the grant, the last trading day that immediately preceded the date of the grant. The grant date fair value of PSUs was calculated in accordance with ASC Topic 718 using a Monte Carlo Simulation model as of the grant date. For purposes of ASC Topic 718, the PSUs are deemed subject to market conditions, as opposed to performance conditions, and therefore do not have maximum grant date fair values from the grant date fair values under ASC Topic 718. The assumptions made in determining PSU values are disclosed in Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2023. |
SUMMARY COMPENSATION TABLE
| (3) Amounts shown consist solely of the named executive officer’s annual, performance-based cash bonus. Pursuant to Mr. Latour’s employment agreement, he received a fiscal 2023 annual, performance-based cash bonus pro-rated based on his April 17, 2023 employment commencement date. For additional details on the amounts shown for fiscal 2023, see “Compensation Discussion and |
SUMMARY COMPENSATION TABLE
| Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above. Since Messrs. Colosi and Lysaght departed the Company prior to it paying its fiscal 2023 annual, performance-based cash bonuses in March 2024, they were not eligible to receive a bonus. |
SUMMARY COMPENSATION TABLE
| (4) Commencing in March 2022, the Company suspended its monthly contributions to its executive profit sharing plan for the benefit of the then-participating named executive officers and any new participation in the plan for any non-participating named executive officer. The Company continues to credit each actively participating named executive officer’s profit sharing plan account balance with interest. Amounts shown consist solely of the aggregate earnings, if any, on the executive profit sharing plan account balance for the named executive officer, which include above-market earnings. For information on such suspension and the applicable interest rate, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Benefits and Perquisites—Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements—Legacy Executive Profit Sharing Plan” above. Given Mses. Sistani and Tolleson commenced employment with the Company following the Company’s suspension of contributions to participants’ profit sharing accounts, Mses. Sistani and Tolleson did not receive any contributions by the Company to such an account or credits for any interest thereon in fiscal 2023. Ms. Stark and Mr. Latour, as non-U.S. named executive officers, were not eligible to participate in the executive profit sharing plan. |
SUMMARY COMPENSATION TABLE
| (5) Amount shown consists solely of contributions by the Company to its savings plan for salaried U.S. employees for Ms. Sistani’s benefit, as well as amounts with respect to a wellness allowance and the payment of mobile device charges. |
SUMMARY COMPENSATION TABLE
| (6) The amounts reported in the “Salary”, “Non-Equity Incentive Plan Compensation”, and “All Other Compensation” columns were paid to Ms. Stark in Canadian dollars. Amounts paid in Canadian dollars were converted into U.S. dollars using the average monthly exchange rate applicable to the month during which salary or other compensation was earned, such rates ranging from $0.7290 to $0.7554, except with respect to (x) the “Non-Equity Incentive Plan Compensation” column, which amount was converted to U.S. dollars using the exchange rate on February 26, 2024 (i.e., $0.7405), the date on which Ms. Stark’s annual, performance-based cash bonus was approved, and (y) and a wellness allowance reflected in the “All Other Compensation” column, which was converted to U.S. dollars using the exchange rate on March 22, 2023 (i.e., $0.7283), the date Ms. Stark’s wellness allowance was paid. |
SUMMARY COMPENSATION TABLE
| (7) Amount shown consists solely of contributions by the Company of $11,296 to its savings plan for eligible, full-time Canadian employees for Ms. Stark’s benefit, as well as amounts with respect to a wellness allowance and the payment of mobile device charges. |
SUMMARY COMPENSATION TABLE
| (8) The amounts reported in the “Salary”, “Non-Equity Incentive Plan Compensation”, and “All Other Compensation” columns were paid to Mr. Latour in Swiss francs. Amounts paid in Swiss francs were converted into U.S. dollars using the average monthly exchange rate applicable to the month during which salary or other compensation was earned, such rates ranging from $1.0762 to $1.1575, except with respect to the “Non-Equity Incentive Plan Compensation” column, which amount was converted to U.S. dollars using the exchange rate on February 26, 2024 (i.e., $1.1364), the date on which Mr. Latour’s annual, performance-based cash bonus was approved. |
SUMMARY COMPENSATION TABLE
| (9) Amount shown consists solely of contributions by the Company to a Tier II statutory Swiss pension plan for all Swiss employees in accordance with Swiss law. |
SUMMARY COMPENSATION TABLE
| (10) Amount shown consists solely of contributions by the Company to its savings plan for salaried U.S. employees for Ms. Tolleson’s benefit, as well as amounts with respect to a wellness allowance and the payment of mobile device charges. |
SUMMARY COMPENSATION TABLE
| (11) Amount shown consists solely of an aggregate $897,657 one-time lump sum severance payment accrued pursuant to the terms of Mr. Colosi’s separation agreement, as well as amounts with respect to a car allowance, the payment of mobile device charges, the retainment of Company-issued mobile devices and printer and contributions by the Company to its savings plan for salaried U.S. employees for Mr. Colosi’s benefit. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Michael Colosi, Former General Counsel and Secretary” for additional details regarding Mr. Colosi’s separation agreement. |
SUMMARY COMPENSATION TABLE
| (12) Amount shown consists solely of an aggregate $333,833 of payments and benefits paid, accrued or provided, as the case may be, pursuant to the terms of Mr. Lysaght’s separation agreement (consisting of $252,885 of salary continuation payments, $66,346 of salary payments accrued that will be paid in 2024, and $14,602 of continued employer contributions for health coverage under Company-sponsored health plans), as well as amounts with respect to contributions by the Company to its savings plan for salaried U.S. employees for Mr. Lysaght’s benefit, the payment of internet, mobile device and subscription charges, and the retainment of a Company-issued mobile device and laptop. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Michael Lysaght, Former Chief Technology Officer” for additional details regarding Mr. Lysaght’s separation agreement. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023 The following table sets forth information regarding non-equity incentive plan awards, RSU awards and PSU awards made to our named executive officers during fiscal 2023 under the 2014 Plan.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| | | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Closing Market Price on Grant Date ($) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Sima Sistani | 5/15/2023 | 2/27/2023 | | | | | | | 361,188(4) | $7.40 | $2,672,791 | | | 5/15/2023 | 2/27/2023 | | | | 90,162(5) | 180,323(5) | 360,646(5) | | $7.40 | $2,488,457 | | | | | $463,500(6) | $1,854,000 | $3,708,000 | | | | | | | | Heather Stark | 5/15/2023 | 2/27/2023 | | | | | | | 37,422(4) | $7.40 | $276,923 | | | 5/15/2023 | 5/1/2023 | | | | | | | 30,000(7) | $7.40 | $222,000 | | | 5/15/2023 | 2/27/2023 | | | | 9,342(5) | 18,683(5) | 37,366(5) | | $7.40 | $257,825 | | | | | $82,427(6)(8) | $329,708(8) | $659,415(8) | | | | | | | | Pierre-Olivier Latour | 5/15/2023 | 2/27/2023 | | | | | | | 73,103(4) | $7.40 | $540,962 | | | | | $114,909(9)(10) | $229,817(10) | $459,634(10) | | | | | | | | Amanda Tolleson | 5/15/2023 | 2/27/2023 | | | | | | | 31,414(4) | $7.40 | $232,464 | | | 5/15/2023 | 2/27/2023 | | | | 7,842(5) | 15,683(5) | 31,366(5) | | $7.40 | $216,425 | | | | | $20,156(11) | $322,500 | $645,000 | | | | | | | | Michael F. Colosi(12) | 5/15/2023 | 2/27/2023 | | | | | | | 48,185(4) | $7.40 | $356,569 | | | 5/15/2023 | 2/27/2023 | | | | 12,028(5) | 24,056(5) | 48,112(5) | | $7.40 | $331,973 | | | | | $19,787(11) | $316,594 | $633,188 | | | | | | | | Michael Lysaght(13) | — | — | $22,344(11) | $357,500 | $715,000 | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (1) See “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above for a description of our annual, performance-based cash bonus. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (2) Stock awards reflected in this column consist solely of awards of RSUs. The award of an RSU is the right to receive one share of our Common Stock upon the vesting date of the RSU. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (3) Amounts shown represent the grant date fair value of the applicable RSUs and PSUs granted during fiscal 2023, each as calculated in accordance with applicable accounting standards. The grant date fair value for the RSUs is based solely on the closing price of our Common Stock on the date of grant or, if the market was closed on the date of grant, the last trading day that immediately preceded the date of grant. The grant date fair value for the PSUs was calculated in accordance with ASC Topic 718 using a Monte Carlo Simulation model as of the grant date. The assumptions made in determining PSU values are disclosed in Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2023. The material terms of the PSUs are discussed in “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Long-Term Equity Incentive Compensation” above. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (4) The named executive officer received an annual equity award, a portion of which consisted of an award of RSUs granted in one installment on May 15, 2023. The RSUs vest one-third per year over three years on each anniversary of the grant date. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (5) The named executive officer received an annual equity award, a portion of which consisted of an award of PSUs granted in one installment on May 15, 2023 that have both time- and performance-vesting criteria. The time-vesting criteria will be satisfied on the third anniversary of the grant date (i.e., May 15, 2026). The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. The final number of PSUs earned can range from 0-200% of the target number, depending on Company performance. For additional details on the number of PSUs that may become vested upon satisfaction of both the above vesting criteria and other material terms, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Long-Term Equity Incentive Compensation—Fiscal 2023 Annual Awards”. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (6) Because the named executive officer’s annual, performance-based cash bonus for fiscal 2023 was based solely on the Company’s overall financial performance, the amount shown in the “Threshold” column represents an assumption that the Company achieves a percentage of its global fiscal 2023 operating income goal that is 90% and fails to achieve a percentage of its global fiscal 2023 End of Period Subscribers goal that is 92.86%. For additional details on our annual, performance-based cash bonus for fiscal 2023, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (7) In connection with her promotion to Chief Financial Officer, Ms. Stark received a one-time equity award of RSUs which vest one-third per year over three years on each anniversary of the grant date. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (8) Amounts shown are assumed paid in Canadian dollars and were converted to U.S. dollars using the exchange rate on February 26, 2024 (i.e., $0.7405), the date on which Ms. Stark’s annual, performance-based cash bonus was approved. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (9) Pursuant to Mr. Latour’s employment agreement, he was guaranteed a fiscal 2023 annual, performance-based cash bonus equal to at least 50% of his target bonus amount. Therefore, the “Threshold” amount shown reflects this guaranteed target bonus amount. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (10) Amounts shown are assumed paid in Swiss francs and were converted to U.S. dollars using the exchange rate on February 26, 2024 (i.e., $1.1364), the date on which Mr. Latour’s annual, performance-based cash bonus was approved, and pro-rated based on the number of days Mr. Latour was employed during fiscal 2023 per the terms of his employment agreement. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (11) Because the named executive officer’s annual, performance-based cash bonus for fiscal 2023 was comprised of a combination of (i) the financial performance percentage payout that correlated to the Company’s financial performance goal rating and (ii) the individual performance percentage payout that correlated to the executive’s individual performance rating, the amount shown in the “Threshold” column represents an assumption that the Company fails to achieve either of its financial performance goals for fiscal 2023, and the named executive officer achieves an individual performance rating resulting in an individual performance percentage payout of 25%. For additional details on our annual, performance-based cash bonus for fiscal 2023, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (12) Mr. Colosi departed the Company on December 29, 2023. As a result of his departure, all of his unvested RSUs and PSUs granted in fiscal 2023 were immediately forfeited. Additionally, since Mr. Colosi departed the Company prior to the Company paying the fiscal 2023 annual, performance-based cash bonuses in March 2024, he was not eligible to receive an annual, performance-based cash bonus with respect to fiscal 2023. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023
| (13) Mr. Lysaght departed the Company on June 2, 2023. In connection with his departure, Mr. Lysaght did not participate in the Company’s fiscal 2023 annual equity program. Additionally, since Mr. Lysaght departed the Company prior to the Company paying the fiscal 2023 annual, performance-based cash bonuses in March 2024, he was not eligible to receive an annual, performance-based cash bonus with respect to fiscal 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END The following table sets forth information regarding outstanding equity awards held by our named executive officers as of the end of fiscal 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| | | Option Awards | | | | Stock Awards | | | | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | | | Sima Sistani | 5/15/2023 | | | | | | | | 360,646 | (2)* | $3,155,653 | | | 5/15/2023 | | | | | 361,188 | (3)* | $3,160,395 | | | | | | 3/21/2022 | 112,500(4) | 337,500(4) | $10.24 | 3/21/2029 | | | | | | | | | 3/21/2022 | 125,000(4) | 375,000(4) | $30.00 | 3/21/2029 | | | | | | | | | 3/21/2022 | 125,000(4) | 375,000(4) | $50.00 | 3/21/2029 | | | | | | | | | 3/21/2022 | | | | | 243,750 | (5) | $2,132,813 | | | | | Heather Stark | 5/15/2023 | | | | | | | | 37,366 | (2)* | $326,953 | | | 5/15/2023 | | | | | 30,000 | (3)* | $262,500 | | | | | | 5/15/2023 | | | | | 37,422 | (3)* | $327,443 | | | | | | 11/15/2022 | | | | | 3,517 | (3) | $30,774 | | | | | | 5/16/2022 | | | | | 3,517 | (3) | $30,774 | | | | | | 5/16/2022 | 3,150(6) | 6,300(6) | $7.79 | 5/16/2032 | | | | | | | | | 10/15/2021 | | | | | 642 | (3) | $5,618 | | | | | | 4/15/2021 | | | | | 376 | (3) | $3,290 | | | | | Pierre-Olivier Latour | 5/15/2023 | | | | | 73,103 | (3)* | $639,651 | | | | | Amanda Tolleson | 5/15/2023 | | | | | | | | 31,366 | (2)* | $274,453 | | | 5/15/2023 | | | | | 31,414 | (3)* | $274,873 | | | | | | 11/15/2022 | | | | | 15,698 | (3) | $137,358 | | | | | Michael Colosi(7) | 5/16/2022 | 21,597(8) | | $7.79 | 3/28/2024 | | | | | | | | | 4/15/2020 | 20,411(9) | | $19.97 | 3/28/2024 | | | | | | | | | 6/22/2015 | 40,307(10) | | $5.25 | 3/28/2024 | | | | | | | | Michael Lysaght(11) | — | — | — | — | — | — | | — | — | | — |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| * Shows grants made in fiscal 2023, which are also reported in the Summary Compensation Table and in the Grants of Plan-Based Awards for Fiscal 2023 table. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (1) Amounts shown represent the closing price of our Common Stock on December 29, 2023, the last trading day on Nasdaq of fiscal 2023, of $8.75, multiplied by the number of reported shares. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (2) PSUs have both time- and performance-vesting criteria. The time-vesting criteria will be satisfied on the third anniversary of the grant date (i.e., May 15, 2026). The performance-vesting criteria will be satisfied based on the Company’s Relative Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) percentile during the period from January 1, 2023 through December 31, 2025 as compared to the Total Shareholder Return (as defined in the applicable term sheet for the PSU awards) of the other companies within the Russell 2000 Index. For additional details on the number of PSUs that become vested upon satisfaction of both the above vesting criteria and other material terms, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Long-Term Equity Incentive Compensation—Fiscal 2023 Annual Awards”. Since the performance period for the performance-vesting criteria has commenced and the Company’s fiscal 2023 performance has exceeded the “target” level of performance, the number and market value of PSUs reported in the table above is based on the Company achieving the “maximum” level of performance of 200%, which would result in the named executive officer earning 200% of their target PSU award. The actual number of shares that will be issued with respect to the PSUs is not yet determinable. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (3) RSUs vest one-third per year over three years on each anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (4) Time-Vesting Options vest one-fourth per year over four years on each anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (5) RSUs vest one-fourth per year over four years on each anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (6) Time-Vesting Options vest one-third per year over three years on each anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (7) Mr. Colosi departed the Company on December 29, 2023. As a result of his departure, all of Mr. Colosi’s then unvested Time-Vesting Options, RSUs, and PSUs were immediately forfeited. In addition, Mr. Colosi has the right to exercise all of his vested stock options reported in the table above within 90 days of December 29, 2023 after which they will be cancelled. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Michael Colosi, Former General Counsel and Secretary” for additional details regarding Mr. Colosi’s departure from the Company. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (8) Time-Vesting Options vested one-third per year over three years on each anniversary of the grant date. 64,790 Time-Vesting Options were awarded of which 43,193 were forfeited upon Mr. Colosi’s departure from the Company. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (9) Time-Vesting Options vested 100% on the third anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (10) Time-Vesting Options vested 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date. These options were granted as part of the previously disclosed one-time stock option exchange program to replace the previously issued special performance-based stock option awards having both time- and performance-vesting criteria (“T&P Options”). To participate in the option exchange, the named executive officer was required to tender all of his eligible T&P Options on a two for one basis for Time-Vesting Options. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END
| (11) Mr. Lysaght departed the Company on June 2, 2023. In connection with his departure, Mr. Lysaght did not participate in the Company’s fiscal 2023 annual equity program. As a result of his departure, all of Mr. Lysaght’s then unvested Time-Vesting Options and RSUs were immediately forfeited. In addition, Mr. Lysaght had the right to exercise all of his then vested stock options within 90 days of June 2, 2023 after which any then unexercised options were cancelled. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Michael Lysaght, Former Chief Technology Officer” for additional details regarding Mr. Lysaght’s departure from the Company and Option Exercises and Stock Vested for Fiscal 2023 table for additional details regarding option exercises during such 90-day period. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Sima Sistani | — | — | 81,250(3) | $359,938 | | Heather Stark | — | — | 5,523(4) | $43,844 | | Pierre-Olivier Latour | — | — | — | — | | Amanda Tolleson | — | — | 7,850(5) | $54,479 | | Michael F. Colosi | — | — | 25,675(6) | $214,118 | | Michael Lysaght | 40,683 | $58,453 | 20,341(7) | $150,176 |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (1) Reflects the aggregate of the difference between the applicable market price of the shares of our Common Stock acquired at exercise and the applicable exercise price of the options, multiplied by the number of shares underlying the options. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (2) Reflects the aggregate market value of the shares of our Common Stock acquired upon vesting based on the closing price of our Common Stock on the applicable vesting date, or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (3) These shares represent the gross number of shares of our Common Stock that were issued to Ms. Sistani upon the vesting of her RSUs in fiscal 2023. An aggregate of 41,479 shares were withheld by the Company for income and employment taxes owed on the value of the issued shares based on the closing price of our Common Stock on the date of vesting or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. The aggregate number of net shares received after taxes by Ms. Sistani was 39,771. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (4) These shares represent the gross number of shares of our Common Stock that were issued to Ms. Stark upon the vesting of her RSUs in fiscal 2023. An aggregate of 1,551 shares were withheld by the Company for a portion of the income and employment taxes owed on the value of the issued shares based on the closing price of our Common Stock on the date of vesting or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. Ms. Stark paid the remaining portion of such taxes with cash in lieu of shares. The aggregate number of net shares received after taxes by Ms. Stark was 3,972. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (5) These shares represent the gross number of shares of our Common Stock that were issued to Ms. Tolleson upon the vesting of her RSUs in fiscal 2023. An aggregate of 2,461 shares were withheld by the Company for income and employment taxes owed on the value of the issued shares based on the closing price of our Common Stock on the date of vesting or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. The aggregate number of net shares received after taxes by Ms. Tolleson was 5,389. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (6) These shares represent the gross number of shares of our Common Stock that were issued to Mr. Colosi upon the vesting of his RSUs in fiscal 2023. An aggregate of 12,125 shares were withheld by the Company for income and employment taxes owed on the value of the issued shares based on the closing price of our Common Stock on the date of vesting or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. The aggregate number of net shares received after taxes by Mr. Colosi was 13,550. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023
| (7) These shares represent the gross number of shares of our Common Stock that were issued to Mr. Lysaght upon the vesting of his RSUs in fiscal 2023. An aggregate of 7,334 shares were withheld by the Company for income and employment taxes owed on the value of the issued shares based on the closing price of our Common Stock on the date of vesting or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date. The aggregate number of net shares received after taxes by Mr. Lysaght was 13,007. |
PENSION BENEFITS
PENSION BENEFITS The Company has no pension plans.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023 The following table sets forth information with respect to our executive profit sharing plan, the only defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. In fiscal 2023, none of the named executive officers made any contributions to or withdrawals from, or received any distributions from, our executive profit sharing plan. The material terms of our executive profit sharing plan are discussed in the section entitled “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Benefits and Perquisites—Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements—Legacy Executive Profit Sharing Plan” above.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| Name | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Sima Sistani(4) | — | — | — | | Heather Stark(5) | — | — | — | | Pierre-Olivier Latour(5) | — | — | — | | Amanda Tolleson(4) | — | — | — | | Michael F. Colosi(6) | — | $40,430 | $420,654 | | Michael Lysaght(7) | — | $23,043 | $239,748 |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (1) In March 2022, the Company suspended its monthly contributions to participants’ profit sharing accounts, including the accounts of the following then-participating named executive officer participants: Messrs. Colosi and Lysaght. Therefore, no Company contributions were made with respect to fiscal 2023. For additional details on such suspension, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Benefits and Perquisites—Retirement and Deferred Compensation Plans, Termination Payments and Other Arrangements—Legacy Executive Profit Sharing Plan”. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (2) The Company credits each participant’s profit sharing account with interest at an annual rate equal to the sum of (a) 2% plus (b) the annualized prime rate, as published in The Wall Street Journal, compounded as of the end of each fiscal month, subject, in fiscal 2023, to a cap of 15%. These amounts are also reported in the column “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (3) Includes the following aggregate amounts for each of the following named executive officers reported as compensation to such named executive officers for previous years in the columns “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” of the Summary Compensation Table: Mr. Colosi, $30,326 in fiscal 2022 and $59,165 in fiscal 2021; and Mr. Lysaght, $18,306 in fiscal 2022 and $40,898 in fiscal 2021. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (4) Given Mses. Sistani and Tolleson commenced employment with the Company following the Company’s suspension of contributions to participants’ profit sharing accounts as discussed above, Mses. Sistani and Tolleson did not receive any contributions by the Company to such an account or credits for any interest thereon in fiscal 2023. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (5) Ms. Stark and Mr. Latour, as non-U.S. named executive officers, were not eligible to participate in our executive profit sharing plan. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (6) Mr. Colosi departed the Company on December 29, 2023. On such date, the aggregate balance in Mr. Colosi’s profit sharing account was fully vested. The Company will distribute to Mr. Colosi the aggregate balance in his profit sharing account following the six month anniversary of his departure date per the terms of the executive profit sharing plan. |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023
| (7) Mr. Lysaght departed the Company on June 2, 2023. On such date, the aggregate balance in Mr. Lysaght’s profit sharing account was fully vested. In January 2024, the Company distributed to Mr. Lysaght the aggregate balance in his profit sharing account following the six month anniversary of his departure date per the terms of the executive profit sharing plan. |
POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL
Benefit Assumptions
Benefit Assumptions
Benefit Assumptions
| • | Each executive’s “target” bonus is calculated based on her base salary and target bonus percentage at December 29, 2023 for the purposes of determining her severance. Ms. Sistani’s “target” bonus is $1,854,000 and Ms. Tolleson’s “target” bonus is $322,500. |
Benefit Assumptions
| • | The executive does not receive comparable perquisites from a subsequent employer. |
Benefit Assumptions
| • | Medical, dental, vision, and life insurance, as applicable, are paid at 2024 monthly rates. |
Benefit Assumptions
| • | Ms. Sistani is assumed to have participated in the Company’s qualified defined contribution plan and any other retirement plan so long as contributions were made by or on such executive’s behalf at any time during the fiscal year in which such termination occurred. |
Benefit Assumptions
| • | In the case of Ms. Sistani, 3% matching contribution by the Company of the executive’s eligible earnings as of December 29, 2023 to the Company’s savings plan for U.S. salaried employees, subject to the applicable limitations of the Internal Revenue Code as in effect in fiscal 2024. |
Benefit Assumptions
| • | Each executive is assumed to have received outplacement services provided to the fullest extent as set forth in her or his continuity agreement. |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. We selected a new median employee for fiscal 2023 due to our previously disclosed organizational restructuring in fiscal 2023, which resulted in a decrease in the number of total global employees from approximately 7,100 at the end of fiscal 2022 to approximately 4,600 at the end of fiscal 2023. We reasonably believed such restructuring would result in a significant change in our pay ratio disclosure. Our determination date of December 30th for purposes of identifying our global median employee and our methodology to confirm such employee was consistent with those used to determine the fiscal 2022 CEO Pay Ratio. As is permitted under the SEC rules, to determine the Company’s median employee, we used “gross taxable wages” as our consistently applied compensation measure. We annualized this number for those full and part-time employees who did not work the full fiscal 2023 year. A valid statistical sampling methodology was used to estimate the median gross taxable wages. We then produced a sample of employees who were paid within a 1% range of that median and selected an employee from within that group as our median employee. After identifying our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. Our median employee for fiscal 2023 is a part time Member Support Specialist whose annual total compensation for fiscal 2023 was $14,123 and the annual total compensation for fiscal 2023 of our CEO was $8,873,418, as reflected in the Company’s Summary Compensation Table. Accordingly, our CEO Pay Ratio for fiscal 2023 was approximately 628:1.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K of the Exchange Act (“Item 402(v)”), we are providing the following pay versus performance disclosure. It does not necessarily reflect value actually realized by our named executive officers or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please see “Compensation Discussion and Analysis” above. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (each, a “PEO” and together the “PEOs”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” (“CAP”) to our PEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.
PAY VERSUS PERFORMANCE DISCLOSURE
| Fiscal Year (1) | Summary Compensation Table Total for PEO Sima Sistani (2) ($) | Summary Compensation Table Total for PEO Mindy Grossman (3) ($) | Compensation Actually Paid to PEO Sima Sistani ( 2) (4) (7) ($) | Compensation Actually Paid to PEO Mindy Grossman (3) (7) ($) | Average Summary Compensation Table Total for Other NEOs (5) ($) | Average Compensation Actually Paid to Other NEOs (5) (6) (7) ($) | Value of Initial Fixed $100 Investment Based On: (8) | | Net (Loss) Income ($ in millions) | Plan Adjusted Operating Income (10) ($ in millions) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (9) ($) | | | | 2023 | $8,873,418 | — | $12,526,695 | — | $1,401,050 | $1,467,231 | $23.25 | $128.17 | ($112.26) | $89.49 | | 2022 | $11,418,410 | $1,630,551 | $3,856,790 | $1,217,397 | $1,090,448 | $209,927 | $10.26 | $109.61 | ($256.87) | $154.55 | | 2021 | — | $5,137,456 | — | ($234,538) | $1,894,726 | $757,609 | $42.86 | $137.77 | $67.13 | $196.29 | | 2020 | — | $6,344,329 | — | ($6,083,231) | $1,849,339 | $1,284,001 | $64.85 | $119.99 | $75.08 | $216.16 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (1) Fiscal 2020 consisted of a 53-week period. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (2) Ms. Sistani commenced serving as our PEO on March 21, 2022. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (3) Ms. Grossman served as our PEO during fiscal 2020, fiscal 2021, and for the portion of fiscal 2022 preceding Ms. Sistani’s appointment. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (4) In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Sistani in the Summary Compensation Table above for fiscal 2023. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Sistani during fiscal 2023. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Description | Fiscal 2023 ($) | | Reported Summary Compensation Total | $8,873,418 | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Reported Stock and Option Awards Deduction | $5,161,249 | | Stock and Option Awards Adjustment (a) | $8,814,526 | | Compensation Actually Paid | $12,526,695 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (a) For fiscal 2023, the amounts added or deducted in calculating the stock and option awards adjustments include: |
PAY VERSUS PERFORMANCE DISCLOSURE
| Fiscal Year | 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 | | 2023 | $6,103,266 | $2,641,360 | — | $69,899 | — | — | $8,814,526 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (5) The dollar amounts reported in this column represent the average of the total amounts reported for our Other NEOs for each corresponding fiscal year as follows: |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | Fiscal 2023: Heather Stark; Pierre-Olivier Latour; Amanda Tolleson; Michael Colosi; and Michael Lysaght. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | Fiscal 2022: Heather Stark; Amy O’Keefe; Michael F. Colosi; Michael Lysaght; Amanda Tolleson; and Nicholas P. Hotchkin. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | Fiscal 2021: Amy O’Keefe; Nicholas P. Hotchkin; Michael F. Colosi; Michael Lysaght; and Gail B. Tifford. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | Fiscal 2020: Amy O’Keefe; Nicholas P. Hotchkin; Michael F. Colosi; Gail B. Tifford; and Corinne Pollier (-Bousquet). |
PAY VERSUS PERFORMANCE DISCLOSURE
| (6) In accordance with the requirements of Item 402(v)(2)(iii), when calculating the “average compensation actually paid” for our Other NEOs the following adjustments were made to the amounts reported in the Summary Compensation Table above. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our Other NEOs as a group during fiscal 2023. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Description | Fiscal 2023 ($) | | Average Reported Summary Compensation Total | $1,401,050 | | Average Change in Pension Value Deduction | — | | Average Pension Service Cost Addition | — | | Average Prior Pension Service Cost Addition | — | | Average Reported Stock and Option Awards Deduction | $487,028 | | Average Stock and Option Awards Adjustment(a) | $553,208 | | Average Compensation Actually Paid to Other NEOs | $1,467,231 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (a) For fiscal 2023, the amounts added or deducted in calculating the stock and option awards adjustments include: |
PAY VERSUS PERFORMANCE DISCLOSURE
| Fiscal Year | 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 | | 2023 | $523,012 | $28,997 | — | $89,646 | ($ | 88,448) | — | 553,208 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (7) When calculating amounts of “compensation actually paid” for purposes of this table: |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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 30, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | The fair value of PSU awards was estimated at each valuation date using: (a) the closing price of our Common Stock on the relevant valuation date, with the exception of awards granted in 2023 which were based on Total Shareholder Return (TSR) and were evaluated using a grant date fair value determined by using the Monte Carlo Simulation model on the relevant valuation date and (b) an adjustment to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | The fair value of RSU 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (8) Total shareholder return as calculated is based on a fixed investment of $100 measured from the market close on December 27, 2019 (the last trading day of fiscal 2019) 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (9) Total shareholder return for the Russell 2000 Index. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (10) For fiscal 2023, as described in “ Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above, the Compensation Committee determined that operating income, as used under the Company’s 2023 annual, performance-based cash bonus plan, continues to be viewed as a core driver of the Company’s performance and shareholder value creation and, accordingly, the Compensation Committee selected it as the Company- |
PAY VERSUS PERFORMANCE DISCLOSURE
| Selected Measure as defined under Item 402(v). For 2023, Operating Income is presented as adjusted for bonus purposes, see “ Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Annual, Performance-Based Cash Bonus” above for details on the adjustments to actual fiscal 2023 operating income of $22.33 million to exclude the impact of restructuring charges, non-recurring transaction costs in connection with acquisitions and impairment charges. For 2022, adjustments were made to reported operating loss of $283.0 million to exclude the impact of impairment and restructuring charges and the negative impact of a sales tax assessment. The Compensation Committee made no adjustments to full year fiscal 2020 and fiscal 2021 reported operating income under the Company’s fiscal 2020 and fiscal 2021 annual, performance-based cash bonus plans. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company uses 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.
Director Compensation Policy
Director Compensation Policy During the first and second quarter of fiscal 2023, members of the Board of Directors who were not employees of the Company were entitled to receive annual compensation at a rate of $150,000 per year, payable quarterly, half in cash and half in fully vested Common Stock or, if they so elected as described below, deferred stock units (“DSUs”). Following the updates to the non-employee director compensation policy discussed above, commencing with the third quarter of fiscal 2023, non-employee directors are entitled to receive annual compensation at a rate of $225,000 per year, payable quarterly, forty percent in cash and sixty percent in fully vested Common Stock or, if they so elect, DSUs. Additionally, commencing with respect to the third quarter of fiscal 2023, 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 and will be determined by using a fixed stock price of $9.13 in lieu of the average price historically used. Any fractional shares were and will be paid in cash. For additional details, see “Compensation Discussion and Analysis—Fiscal 2023 Executive Compensation Decisions—Long-Term Equity Incentive Compensation—Fiscal 2023 Annual Awards” above. 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.
DIRECTOR COMPENSATION FOR FISCAL 2023
DIRECTOR COMPENSATION FOR FISCAL 2023
DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Thilo Semmelbauer(2)(3)(4) | $114,540 | $83,356 | — | $197,896 | | Raymond Debbane(5)(6) | $28,490 | $35,427 | — | $63,917 | | Steven M. Altschuler(4)(5) | $91,221 | $83,356 | — | $174,577 | | Julie Bornstein(5) | $90,913 | $83,356 | — | $174,269 | | Tracey D. Brown(3)(4)(7) | $66,517 | $48,972 | — | $115,489 | | Tara Comonte(4)(5)(8) | $60,768 | $45,334 | — | $106,102 | | Jennifer Dulski(5)(9) | $49,479 | $54,246 | — | $103,725 | | Jonas M. Fajgenbaum(6) | $26,380 | $35,427 | — | $61,807 | | Denis F. Kelly(4) | $105,023 | $83,356 | — | $188,379 | | Julie Rice(3) | $93,023 | $83,356 | — | $176,379 | | William F. Shrank(10) | $36,605 | $25,326 | — | $61,931 | | Christopher J. Sobecki(3)(5)(11) | $36,105 | $37,406 | — | $73,511 | | Oprah Winfrey(12) | $82,523 | $83,356 | $190,000(13) | $355,879 |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (1) Stock awards consist solely of awards of fully vested Common Stock, if any, subject to certain transfer restrictions and fully vested DSUs, if any, issued under the Director Deferred Compensation Program. The amounts shown represent the aggregate grant date fair value of stock awards granted in fiscal 2023 calculated in accordance with applicable accounting standards and based solely on the closing price of our Common Stock on the date of the grant or, if the market was closed on the grant date, the last trading day that immediately preceded the grant date. The grant date fair value for each applicable stock award granted to (w) each then-current director on January 2, 2023 was $19,559; April 3, 2023 was $8,972; July 3, 2023 was $14,392 (except in the case of Ms. Brown was $8,538 and Ms. Comonte was $4,900 in each case reflecting the applicable proration for their time of service during the second quarter of fiscal 2023); and October 2, 2023 was $40,434 (except in the case of Dr. Shrank was $25,326 reflecting the proration for his time of service during the third quarter of fiscal 2023); (x) Messrs. Debbane and Fajgenbaum on May 9, 2023, the date on which they ceased to serve as directors as discussed below, was $6,897 reflecting the applicable proration for their time of service during the second quarter of fiscal 2023; (y) Mr. Sobecki on May 31, 2023, the effective date of his resignation from the Board of Directors, was $8,876 reflecting the proration for his time of service during the second quarter of fiscal 2023; and (z) Ms. Dulski on August 4, 2023, the effective date of her resignation from the Board of Directors, was $11,324 reflecting the proration for her time of service during the third quarter of fiscal 2023. The stock award granted on January 2, 2023 was for compensation earned for the fourth quarter of fiscal 2022, as applicable. Each of Messrs. Semmelbauer, Kelly and Sobecki, Drs. Altschuler and Shrank, and Mses. Comonte and Dulski elected to defer all of his or her awards of fully vested Common Stock reflected in the amounts shown (excluding in the case of Messrs. Semmelbauer and Sobecki, the award granted on January 2, 2023) and instead received fully vested DSUs on the applicable grant date pursuant to the Director Deferred Compensation Program. As of December 30, 2023, each of the following current directors held the specified number of fully vested DSUs: Mr. Semmelbauer, 7,802, Dr. Altschuler and Mr. Kelly, 22,006, Ms. Comonte, 4,395 and Dr. Shrank, 2,315. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (2) Amounts reported for Mr. Semmelbauer reflect additional fees earned for serving as Chair of the Board of Directors. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (3) Member of the NCG Committee during fiscal 2023. Effective May 9, 2023, the Board of Directors elected Ms. Brown to serve as a member of the NCG Committee to fill the vacancy resulting from Mr. Sobecki ceasing to serve as a member of the NCG Committee on such date. Therefore, the amounts reported for Ms. Brown reflect fees earned with respect to her service from the date of her election and for Mr. Sobecki reflect fees earned with respect to his service prior to the date of his cessation of service. Amounts reported for Ms. Rice reflect additional fees earned for serving as NCG Committee chair. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (4) Member of the Audit Committee during fiscal 2023. Effective May 9, 2023, the Board of Directors elected Ms. Brown to serve as a member of the Audit Committee to fill the vacancy resulting from Mr. Semmelbauer ceasing to serve as a member of the Audit Committee on such date. Effective June 1, 2023, the Board of Directors elected Ms. Comonte to serve as a member of the Audit Committee to fill the vacancy resulting from Dr. Altschuler ceasing to serve as a member of the Audit Committee on such date. Therefore, the amounts reported for each of (x) Mses. Brown and Comonte reflect fees earned with respect to her service from the date of her election and (y) Mr. Semmelbauer and Dr. Altschuler reflect fees earned with respect to his service prior to the date of his cessation of service. Amounts reported for Mr. Kelly reflect additional fees earned for serving as Audit Committee chair. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (5) Member of the Compensation Committee during fiscal 2023. Effective May 9, 2023, each of Mr. Debbane and Dr. Altschuler ceased to serve as a member of the Compensation Committee and the Board of Directors, in conjunction with its determination to reduce the size of the Compensation Committee to three members on that date, elected Ms. Bornstein to serve as a member of the Compensation Committee to fill the remaining vacancy on the Compensation Committee. Effective June 1, 2023, the Board of Directors elected Ms. Comonte to serve as a member of the Compensation Committee to fill the vacancy resulting from Mr. Sobecki’s resignation from the Board of Directors. Effective August 5, 2023, the Board of Directors elected Dr. Altschuler to serve as a member of the Compensation Committee to fill the vacancy resulting from Ms. Dulski’s resignation from the Board of Directors. Therefore, the amounts reported for |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (x) each of Mses. Bornstein and Comonte reflect fees earned with respect to her service from the date of her election to the Compensation Committee, (y) each of Messrs. Debbane and Sobecki and Ms. Dulski reflect fees earned with respect to his or her service prior to the date of his or her cessation of service or resignation, as the case may be and (z) Dr. Altschuler reflect the proration of fees earned for his time of service during fiscal 2023. Amounts reported for Ms. Bornstein reflect additional fees earned for serving as Compensation Committee chair. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (6) On March 20, 2023, Messrs. Debbane and Fajgenbaum each notified the Secretary of the Company that he would not be standing for re-election as a member of the Board of Directors at the Company’s 2023 annual meeting of shareholders. As a result, each of Messrs. Debbane and Fajgenbaum ceased to serve as a director, and, in the case of Mr. Debbane as a member of the Compensation Committee, effective upon the conclusion of such meeting on May 9, 2023. Therefore, the amounts shown for each of Messrs. Debbane and Fajgenbaum reflect the fees earned and stock awards granted through May 9, 2023. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (7) Effective May 9, 2023, the Company’s shareholders elected Ms. Brown to serve as a director and the Board of Directors elected Ms. Brown to serve as a member of the Audit Committee and the NCG Committee. Therefore, amounts shown for Ms. Brown reflect fees earned and stock awards granted from the date of her election. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (8) Effective June 1, 2023, the Board of Directors elected Ms. Comonte to serve as director to fill the vacancy resulting from Mr. Sobecki’s resignation. Additionally, on such date, the Board of Directors elected Ms. Comonte to serve as a member of the Audit Committee and the Compensation Committee. Therefore, amounts shown for Ms. Comonte reflect fees earned and stock awards granted from the date of her election. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (9) Ms. Dulski resigned from the Board of Directors effective August 4, 2023. Therefore, the amounts reported for Ms. Dulski reflect fees earned and stock awards granted with respect to her service as a member of the Board of Directors and the Compensation Committee prior to her departure. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (10) Effective August 5, 2023, the Board of Directors elected Dr. Shrank to serve as director to fill the vacancy resulting from Ms. Dulski’s resignation. Therefore, the amounts reported for Dr. Shrank reflect fees earned and stock awards granted from the date of his election. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (11) Mr. Sobecki resigned from the Board of Directors effective May 31, 2023. Therefore, the amounts reported for Mr. Sobecki reflect fees earned and stock awards granted with respect to his service as a member of the Board of Directors and the Compensation Committee prior to his departure, as well as with respect to his service as a member of the NCG Committee prior to his ceasing to serve as a member on May 9, 2023 as discussed above. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (12) As of December 30, 2023, Ms. Winfrey held (x) a fully vested, non-qualified stock option to purchase 408,697 shares of Common Stock granted to Ms. Winfrey in consideration of her entering into the Strategic Collaboration Agreement (defined hereafter) with the Company on October 18, 2015 and the performance of her obligations thereunder (the “Initial Winfrey Option”) and (y) a fully vested, non-qualified stock option to purchase 3,276,484 shares of Common Stock granted to Ms. Winfrey in consideration of her entering into the Strategic Collaboration Amendment (defined hereafter) with the Company on December 15, 2019 and the performance of her obligations thereunder (the “Winfrey Amendment Option”). For additional information on Ms. Winfrey’s Common Stock ownership, see “Security Ownership of WW”. |
DIRECTOR COMPENSATION FOR FISCAL 2023
| (13) Amount shown represents the Company’s payment to the Screen Actors Guild-Producers Pension and Health Plans arising from Ms. Winfrey’s promotional work on behalf of the Company pursuant to the Strategic Collaboration Agreement. |
SECURITY OWNERSHIP OF WW
| (9) The number of shares beneficially owned includes any DSUs granted as director compensation that would be payable as shares of Common Stock at the time specified in the applicable director’s deferral 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: Mr. Semmelbauer 11,498 shares; Dr. Altschuler, 25,702 shares; Ms. Comonte, 8,091 shares; Mr. Kelly, 25,702 shares; and Dr. Shrank 6,011 shares. See “Director Compensation—Director Deferred Compensation Program” for additional information on the Director Deferred Compensation Program. |