DEF 14A of WW International, Inc.
Filed Apr 21, 2025 · FY20240001193125-25-087213
ELECTION OF CLASS III DIRECTORS
ELECTION OF CLASS III 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 III Directors (term expiring in 2025) Steven M. Altschuler, M.D. Julie Bornstein Thilo Semmelbauer Class I Directors (term expiring in 2026) Tracey D. Brown Tara Comonte William H. Shrank, M.D. Class II Director (term expiring in 2027) Denis F. Kelly The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), has nominated for election at the 2025 Annual Meeting as Class III directors, to serve until the 2028 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 three nominees: Steven M. Altschuler, Julie Bornstein, and Thilo Semmelbauer. Each of the Class III director nominees is currently serving as a director of the Company and was previously elected as a director by the Company’s shareholders. 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 Our Board of Directors is comprised of seven members. 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 nine meetings in fiscal 2024. In fiscal 2024, 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. Seven then-current directors attended the Company’s 2024 annual meeting of shareholders (the “2024 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. 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.
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 21, 2025 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 | | Tara Comonte | 51 | President and Chief Executive Officer, Director | | Felicia DellaFortuna | 41 | Chief Financial Officer | | Michael Amsel | 41 | Chief Marketing Officer | | Jacqueline Cooke | 46 | Chief Legal and Administrative Officer and Secretary | | Thilo Semmelbauer(1)(2) | 59 | Chairman of the Board of Directors | | Steven M. Altschuler, M.D.(3) | 71 | Director | | Julie Bornstein(3) | 55 | Director | | Tracey D. Brown(1)(2) | 57 | Director | | Denis F. Kelly(2) | 75 | Director | | William H. Shrank, M.D. | 53 | Director |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (1) Member of the NCG Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (2) Member of the Audit Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
| (3) Member of the Compensation Committee. |
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
Tara Comonte. Ms. Comonte has served as our President and Chief Executive Officer since February 2025 and has been a director since June 2023. She previously served as our Interim President and Chief Executive Officer from September 2024 to February 2025. With over two decades of executive leadership experience across corporate and digital strategy, technology, operations and finance, Ms. Comonte has navigated a broad range of industries and complex business transitions. She 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 2013. 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. Ms. Comonte is a director of Peloton Interactive, Inc. Felicia DellaFortuna. Ms. DellaFortuna has served as our Chief Financial Officer since January 2025. Prior to joining us, she was Chief Financial Officer of Enthusiast Gaming Holdings Inc., a gaming media and entertainment company, from November 2023 to December 2024. Prior to that, she served as Chief Financial Officer of BuzzFeed, Inc., a digital media company, from December 2021 to November 2023. Ms. DellaFortuna previously served in several finance leadership positions at BuzzFeed’s predecessor company, including as its Chief Financial Officer from February 2020 to December 2021, Senior Vice President of Finance from May 2019 to February 2020, Vice President of Finance from June 2017 to May 2019, and Senior Director of Finance from October 2015 to June 2017. Prior to that time, Ms. DellaFortuna held corporate finance positions with Viant Technology Inc. and XIX Entertainment Limited, and provided assurance services at Ernst & Young LLP. She holds a Certified Public Accountant license in New York. Ms. DellaFortuna received a B.S. in Accounting from Lehigh University. Michael Amsel. Mr. Amsel has served as our Chief Marketing Officer since March 2025. Prior to joining us, Mr. Amsel served as Senior Vice President Growth, Marketing & Acquisition at Sirius XM Holdings Inc., a leading audio entertainment company, from December 2021 to March 2025, and Senior Vice President Growth, Performance & CRM, from December 2019 to December 2021. Mr. Amsel was Vice President Growth at Pandora Media, Inc., a music streaming platform, from May 2018 to December 2019, during which time it was acquired by SiriusXM. He previously served as Senior Vice President Marketing & General Manager at Bankrate, a Red Ventures company, from November 2017 to May 2018, and as Senior Vice President Marketing at Bankrate, Inc. from January 2016 to November 2017 when the company was acquired by Red Ventures, a marketing services platform. Prior to Bankrate, Mr. Amsel was Vice President of Media and held various leadership roles at Sharecare, Inc., a digital healthcare company. Mr. Amsel received a B.A. in Public Relations and Corporate Affairs from the University of Connecticut. Jacqueline Cooke. Ms. Cooke has served as our Chief Legal and Administrative Officer and Secretary since March 2025, prior to which she served as our Chief Legal and Regulatory Officer and Secretary from August 2024 to March 2025 and our General Counsel and Secretary from March 2024 to July 2024. Prior to joining us, Ms. Cooke most recently served as General Counsel & Privacy Officer at 23andMe Holding Co. (“23andMe”), a genetics-led consumer healthcare and therapeutics company, from February 2022 to January 2024. She previously served as 23andMe’s Deputy General Counsel from March 2018 to February 2022 (including also acting as Privacy Officer from February 2020 on) and Associate General Counsel from April 2015 to February 2018. Prior to joining 23andMe, Ms. Cooke served as legal counsel at Genomic Health, Inc., a provider of genomic-based diagnostic tests that help optimize cancer care, from 2012 to 2015. She previously worked as an attorney at Latham & Watkins LLP from 2006 to 2012. Ms. Cooke received a B.A. in Ethnic Studies and Public Policy from the University of California, Berkeley, a M.P.P. from the John F. Kennedy School of Government at Harvard University and a J.D. from the Georgetown University Law Center. Thilo Semmelbauer. Mr. Semmelbauer has been the Chairman of our Board of Directors since May 2023 and a director since September 2016. He served as a member of our former Interim Office of the Chief Executive Officer from September 2016 to July 2017. Since May 2019, Mr. Semmelbauer has served as Managing Director of Insight Partners, a global private equity and venture capital firm, where he previously served as a Senior Advisor from 2017 to 2019 and a Venture Partner from 2015 to 2017. From 2010 to 2015, he served as President and Chief Operating Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. Semmelbauer was also Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008 and Chief Operating Officer for North America from 2004 to 2006, after serving as President and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 where he was part of the founding team. He holds an A.B. in Electrical Engineering and Computer Science from Dartmouth College and a dual M.S. in Management and Electrical Engineering from the Massachusetts Institute of Technology. Steven M. Altschuler, M.D. Dr. Altschuler has been a director since September 2012. Dr. Altschuler has served as the Chief Executive Officer and Chair of the board of directors of Corner Therapeutics, Inc., a private immunotherapy company, since September 2020, and as Managing Director, Healthcare Ventures of Ziff Capital Partners, a private investment firm, since May 2018. He previously served as a consultant to the University of Miami Health Care System from September 2017 through December 2017, the Chief Executive Officer of the University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP) from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is Chairman of the board of directors of 89bio, Inc. and Lexeo Therapeutics, Inc. He previously served as a director of Adtalem Global Education Inc. and Orchard Therapeutics plc.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS
Julie Bornstein. Ms. Bornstein has been a director since February 2019. Since July 2023, Ms. Bornstein has served as Chief Executive Officer of Daydream, an AI-powered search and discovery shopping platform she co-founded. Until January 2023, Ms. Bornstein served as Senior Vice President and Chief Shopping Officer of Pinterest, Inc., a digital visual inspiration platform. Ms. Bornstein joined Pinterest when it acquired The Yes Platform, Inc., an AI-powered online shopping platform she co-founded and for which she served as Chief Executive Officer from February 2018 until its acquisition in June 2022. From March 2015 to September 2017, Ms. Bornstein served as Chief Operating Officer at Stitch Fix, Inc., an online styling services company. Prior to that, Ms. Bornstein served as Chief Digital Officer at Sephora, a cosmetic retail company and subsidiary of LVMH Moët Hennessy Louis Vuitton SE, from August 2007 to March 2015. Ms. Bornstein received a B.A. in Government from Harvard College and an M.B.A. from Harvard Business School. Ms. Bornstein is a director of Redfin Corporation and Sweetgreen, Inc. Tracey D. Brown. Ms. Brown has been a director since May 2023. Since March 2023, Ms. Brown has served as Executive Vice President and President of Walgreens Retail and U.S. Chief Customer Officer of Walgreens, a portfolio brand of Walgreens Boots Alliance, Inc., an integrated healthcare, pharmacy and retail company, after serving as President Retail Products and Chief Customer Officer of Walgreens from November 2021 to February 2023. From June 2018 to November 2021, Ms. Brown served as Chief Executive Officer of the American Diabetes Association, the largest voluntary health organization in the United States. Previously, Ms. Brown was with Sam’s Club, a membership retail warehouse club and division of Walmart Inc., where she served as Senior Vice President of Operations and Chief Experience Officer from February 2017 to June 2018, Chief Member and Marketing Officer from January 2015 to February 2017, and Vice President from October 2014 to January 2015. Prior to joining Sam’s Club, Ms. Brown held various roles at RAPP Dallas (a part of the Omnicom Group), Direct Impact, Advanced Micro Devices, Peppers & Rogers Group, Dell, American Express, Exxon and Procter & Gamble. Ms. Brown earned a Bachelor of Chemical Engineering from the University of Delaware and an M.B.A. from Columbia Business School. Ms. Brown was previously a director of YETI Holdings, Inc. She also previously served as a director of our Company from February 2019 to January 2022. Denis F. Kelly. Mr. Kelly has been a director since May 2015. Mr. Kelly is affiliated with, and has served as a Managing Partner of, Scura Partners Securities LLC, a private investment banking firm which he co-founded, since 2001. In addition, Mr. Kelly is a Hearing Officer for National Arbitration and Mediation (NAM), one of the leading dispute resolution institutions in the United States. He previously served as a Senior Advisor to TM Capital Corp., a private investment banking firm, from 2022 to 2024. From 1993 to 2001, he was a Managing Director of Prudential Securities Incorporated. Prior to that, he served as the President and Chief Executive Officer of Denbrook Capital Corporation, a merchant banking firm, from 1991 to 1993. From 1980 to 1991, Mr. Kelly held various positions at Merrill Lynch, including Managing Director of Mergers and Acquisitions and Managing Director of Merchant Banking. Mr. Kelly began his investment banking career at Lehman Brothers in 1974. Mr. Kelly received a B.A. from Amherst College and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. He was previously a director of MSC Industrial Direct Co., Inc. William H. Shrank, M.D. Dr. Shrank has been a director since August 2023. Since November 2024, Dr. Shrank has served as Chief Executive Officer of a benefits enablement company that he founded. Prior to that, Dr. Shrank was a venture partner to the Bio + Health team of Andreessen Horowitz, a private venture capital firm, from January 2023 to November 2024. He previously served as Chief Medical Officer of Humana Inc. (Humana), a leading care delivery and health plan administration company, from April 2019 to August 2022. He also served as Humana’s Chief Medical and Corporate Affairs Officer from July 2019 to July 2021 during which time he oversaw its government affairs function. Prior to joining Humana, Dr. Shrank served as Chief Medical Officer, Insurance Services Division, of the University of Pittsburgh Medical Center (UPMC) from April 2016 to February 2019. From 2013 to 2016, Dr. Shrank held several positions with CVS Health Corporation (CVS Health), a health solutions company, including Senior Vice President, Chief Scientific Officer, and Chief Medical Officer of Provider Innovation. Prior to joining CVS Health, Dr. Shrank served as Director, Research and Rapid-Cycle Evaluation Group, for the Center for Medicare and Medicaid Innovation, part of the Centers for Medicare and Medicaid Services (CMS). Dr. Shrank began his career as a practicing physician with Brigham and 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. Dr. Shrank is a director of Walgreens Boots Alliance, Inc.
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 2024 and fiscal 2023, 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) | All Other Compensation | Total | | Tara Comonte | 2024 | $351,923 | — | $546,183(4) | — | — | $96,381(5) | $994,487 | | President and Chief Executive Officer | | | | | | | | | | Donna Boyer | 2024 | $387,692 | $600,000(6) | $646,533(7) | — | — | $4,206(8) | $1,638,431 | | Former Chief Product Officer | | | | | | | | | | Jacqueline Cooke | 2024 | $398,077 | $362,500(9) | $103,230 | — | — | $8,571(10) | $872,378 | | Chief Legal and Administrative Officer and Secretary | | | | | | | | | | Sima Sistani | 2024 | $972,447 | — | $1,061,575 | — | $933,085 | $508,243(11) | $3,475,350 | | Former Chief Executive Officer | 2023 | $1,236,000 | — | $5,161,249 | — | $2,470,084 | $6,085 | $8,873,418 | | Heather Stark(12) | 2024 | $508,504 | — | $105,326 | — | $204,186 | $61,145(13) | $879,161 | | Former Chief Financial Officer | 2023 | $481,038 | — | $756,748 | — | $439,269 | $13,874 | $1,690,929 |
SUMMARY COMPENSATION TABLE
| (1) Amounts shown reflect the named executive officer’s annual or monthly base salary, as the case may be, 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. Any increases in annual base salary for named executive officers in each fiscal year were determined following the beginning of that year. In fiscal 2024, only Mses. Sistani’s and Stark’s annual base salaries were increased in connection with the Company’s annual base salary review. The amount shown for each of Mses. Comonte, Boyer and Cooke reflects that portion of her salary earned from the date she commenced employment with the Company on September 27, 2024, May 1, 2024 and March 7, 2024, respectively. Each of Mses. Sistani’s and Stark’s salary earned in fiscal 2024 reflects that portion of her salary earned prior to her departure on September 27, 2024 and December 27, 2024, respectively. For additional details on actions taken with respect to the base salaries of the named executive officers in fiscal 2024, see “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Base Salary”. |
SUMMARY COMPENSATION TABLE
| (2) Stock awards for fiscal 2024 consist of awards of restricted stock units (“RSUs”) and, other than in the case of Ms. Comonte, performance stock units (“PSUs”), as well as the grants of deferred stock units (“DSUs”) to Ms. Comonte. The award of an RSU or DSU is the right to receive one share of our Common Stock upon the applicable vesting or distribution date, respectively. 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 for 2024 awards will be or would have been, as the case may be, satisfied on May 15, 2027. The performance-vesting criteria for 2024 awards will be or would have been, as the case may 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, 2024 through December 31, 2026 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 “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Long-Term Equity Incentive Compensation—Fiscal 2024 Annual Equity Incentive Awards”. Amounts shown for fiscal 2024 represent the aggregate grant date fair value of the applicable RSUs, PSUs and DSUs, if any, granted during fiscal 2024, each as calculated in accordance with applicable accounting standards. The grant date fair value for RSUs and DSUs 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 that differ 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 2024. |
SUMMARY COMPENSATION TABLE
| (3) Amounts shown consist solely of the eligible named executive officer’s annual, performance-based cash bonus. Pursuant to each of their respective offer letters, Mses. Boyer and Cooke were each guaranteed a fiscal 2024 annual, performance-based cash bonus equal to her target bonus amount which is shown in the “Bonus” column in the above table. Pursuant to Ms. Sistani’s employment agreement, she received a fiscal 2024 annual, performance-based cash bonus based on actual Company performance prorated based on her departure date of September 27, 2024. Pursuant to Ms. Stark’s separation agreement, she received a full fiscal 2024 annual, performance-based cash bonus based on actual Company performance. |
SUMMARY COMPENSATION TABLE
| (4) Amount shown represents (x) $500,000, the grant date fair value of an award of 599,736 RSUs, which vested one-sixth over six months on each monthly anniversary of the grant date, granted on September 27, 2024 in connection with Ms. Comonte’s interim appointment and (y) pursuant to the Company’s non-employee director compensation policy, $46,183, the grant date fair value of 14,703 fully vested |
SUMMARY COMPENSATION TABLE
| DSUs issued under the Director Deferred Compensation Program (defined hereafter) representing the aggregate non-employee director fees paid in equity in fiscal 2024, prorated based on Ms. Comonte’s time serving on the Board of Directors during fiscal 2024 until her appointment as Interim President and Chief Executive Officer effective September 27, 2024. |
SUMMARY COMPENSATION TABLE
| (5) Amount shown reflects (x) pursuant to the Company’s non-employee director compensation policy, payment of cash fees by the Company in the aggregate of $78,931 with respect to Ms. Comonte’s fiscal 2024 service as a member of the Board of Directors, Audit Committee and Compensation Committee plus a fractional share payment, prorated based on her time serving on the Board of Directors and committees thereof during fiscal 2024 until her appointment as Interim President and Chief Executive Officer effective September 27, 2024; (y) amounts with respect to contributions by the Company to its savings plan for salaried U.S. employees for Ms. Comonte’s benefit; and (z) amounts with respect to attorney’s fees paid on behalf of Ms. Comonte in connection with the negotiation of her employment agreement as Interim President and Chief Executive Officer. |
SUMMARY COMPENSATION TABLE
| (6) Amount shown consists solely of Ms. Boyer’s guaranteed fiscal 2024 annual, performance-based cash bonus awarded at her target bonus amount pursuant to her offer letter. See “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Cash Bonuses—Annual, Performance-Based Cash Bonus” for additional details. |
SUMMARY COMPENSATION TABLE
| (7) Amount shown reflects Ms. Boyer’s annual equity grant and a hiring award of 225,000 RSUs, all granted in one installment on May 15, 2024 and which vest one-third per year over three years on each anniversary of the grant date. See “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Long-Term Equity Incentive Compensation” for additional details. |
SUMMARY COMPENSATION TABLE
| (8) Amount shown consists solely of contributions by the Company to its savings plan for salaried U.S. employees for Ms. Boyer’s benefit. |
SUMMARY COMPENSATION TABLE
| (9) Amount shown reflects Ms. Cooke’s guaranteed fiscal 2024 annual, performance-based cash bonus awarded at her target bonus amount pursuant to her offer letter and the first installment of her sign-on bonus in the amount of $62,500. See “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Cash Bonuses” for additional details. |
SUMMARY COMPENSATION TABLE
| (10) Amount shown consists solely of contributions by the Company to its savings plan for salaried U.S. employees for Ms. Cooke’s benefit, as well as amounts with respect to a wellness allowance. |
SUMMARY COMPENSATION TABLE
| (11) Amount shown consists solely of an aggregate $497,004 of payments and benefits paid, accrued or provided, as the case may be, in connection with Ms. Sistani’s departure from the Company (consisting of $301,584 of salary continuation payments, $107,120 in paid advisory fees, $50,000 in attorney’s fees paid on behalf of Ms. Sistani in connection with the negotiation of her separation arrangement, $37,500 paid for executive coaching services and $800 for the retainment of a Company-issued mobile device), as well as amounts with respect to contributions by the Company to its savings plan for salaried U.S. employees for Mr. Sistani’s benefit and mobile device charges. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Sima Sistani, Former Chief Executive Officer” for additional details regarding Ms. Sistani’s separation arrangement. |
SUMMARY COMPENSATION TABLE
| (12) 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 $0.7017 to $0.7454, except with respect to (x) the “Non-Equity Incentive Plan Compensation” column, which amount was converted to U.S. dollars using the March 3, 2025 exchange rate (i.e., $0.6904), the date on which Ms. Stark’s annual performance based cash bonus was approved; (y) as well as amounts with respect to a wellness allowance that were converted into U.S. dollars using the exchange rate on the dates such amounts were paid: February 21, 2024 (i.e., $0.7405), March 20, 2024 (i.e., $0.7412), and December 24, 2024 (i.e. $0.6964); and (z) with respect to the accrued but unused vacation, the date on which such amount was paid, December 24, 2024 (i.e., $0.6964). |
SUMMARY COMPENSATION TABLE
| (13) Amount shown consists solely of payment with respect to unused vacation pay of $46,873, contributions by the Company of $11,680 in the aggregate to its savings plan for eligible, full-time Canadian employees for Ms. Stark’s benefit, as well as amounts with respect to a wellness allowance, the retainment of a Company-issued laptop and mobile device charges. See “Potential Payments upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Heather Stark, Former Chief Finance Officer” for additional details regarding Ms. Stark’s separation agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table sets forth information regarding unexercised non-qualified stock options and any RSUs and PSUs that were not vested for each named executive officer as of the end of fiscal 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| | | Option Awards | | | | Stock Awards | | | | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | 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($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | | | Tara Comonte | 9/27/2024 | | | | | 299,868 | (2)* | $383,831 | | | | | Donna Boyer | 5/15/2024 | | | | | 225,000 | (3)* | $288,000 | | | | | | 5/15/2024 | | | | | 57,502 | (3)* | $73,603 | | | | | | 5/15/2024 | | | | | | | | 28,751 | (4)* | $36,801 | | Jacqueline Cooke | 5/15/2024 | | | | | 27,382 | (3)* | $35,049 | | | | | | 5/15/2024 | | | | | | | | 13,691 | (4)* | $17,524 | | Sima Sistani | 3/21/2022 | 337,500(5) | | $10.24 | 3/21/2029 | | | | | | | | | 3/21/2022 | 375,000(5) | | $30.00 | 3/21/2029 | | | | | | | | | 3/21/2022 | 375,000(5) | | $50.00 | 3/21/2029 | | | | | | | | Heather Stark | 5/16/2022 | 6,300(6) | | $7.79 | 3/27/2025 | | | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| * Shows grants made in fiscal 2024, which are also reported in the Summary Compensation Table. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (1) Amounts shown represent the closing price of our Common Stock on December 27, 2024, the last trading day on Nasdaq of fiscal 2024, of $1.28, multiplied by the number of reported shares. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (2) RSUs vest one-sixth over six months on each monthly anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (3) RSUs vest one-third per year over three years on each anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (4) 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, 2027). 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, 2024 through December 31, 2026 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 “—Narrative Disclosure to Summary Compensation Table—2024 Executive Compensation Determinations—Long-Term Equity Incentive Compensation—Fiscal 2024 Annual Equity Incentive Awards.” Since the performance period for the performance-vesting criteria has commenced and the Company’s fiscal 2024 performance was “below threshold” level of performance, the number and market value of PSUs reported in the table above is based on the Company achieving the “threshold” level of performance of 50%. The actual number of shares that will be issued with respect to the PSUs is not yet determinable. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (5) Ms. Sistani departed the Company on September 27, 2024. As a result of her departure, and after any acceleration of vesting due to such departure pursuant to the applicable term sheet for any then outstanding equity awards, any then unvested Time-Vesting Options (as defined below), RSUs, and PSUs were immediately forfeited. In addition and pursuant to the terms of her employment agreement with the Company, all vested stock options that were granted on March 21, 2022, the commencement date of her employment with the Company, will remain exercisable until March 21, 2029, the seventh anniversary of the grant date of such options, pursuant to the terms of such options. All such options that are unexercised on March 21, 2029 will be cancelled on such date. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Sima Sistani, Former Chief Executive Officer” for additional details regarding Ms. Sistani’s departure from the Company. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (6) Ms. Stark departed the Company on December 27, 2024. As a result of her departure, all of Ms. Stark’s then unvested Time-Vesting Options, RSUs, and PSUs were immediately forfeited. In addition, Ms. Stark had the right to exercise all of her vested stock options reported in the table above within 90 days of December 27, 2024, after which they were cancelled. See “Potential Payments Upon Termination, Retirement or Change of Control—Payments Made Upon Termination—Departure of Named Executive Officers—Heather Stark, Former Chief Financial Officer” for additional details regarding Ms. Stark’s departure from the Company. |
POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL
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. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (each, a “PEO” and together the “PEOs”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” (“CAP”) to our PEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) our cumulative total shareholder return (“TSR”), (iv) our net loss, and (v) the relationship of the CAP to each of TSR and net loss.
PAY VERSUS PERFORMANCE DISCLOSURE
| Fiscal Year | Summary Compensation Table Total for PEO Tara Comonte (1) ($) | Summary Compensation Table Total for PEO Sima Sistani (2) ($) | Summary Compensation Table Total for PEO Mindy Grossman (3) ($) | Compensation Actually Paid to PEO Tara Comonte (1)(4) (8) ($) | Compensation Actually Paid to PEO Sima Sistani (2) (5) (8) ($) | | Compensation Actually Paid to PEO Mindy Grossman (3)(8) ($) | Average Summary Compensation Table Total for Other NEOs (6) ($) | Average Compensation Actually Paid to Other NEOs (6) (7) (8) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (9) ($) | Net Loss ($ in millions) | | | 2024 | $994,487 | $3,475,350 | — | $1,233,162 | ($ | 6,962,509) | — | $1,129,990 | $687,563 | $7.93 | ($ | 345.70) | | 2023 | — | $8,873,418 | — | — | | 12,526,695 | — | $1,401,050 | $1,467,231 | $54.23 | ($ | 112.26) | | 2022 | — | $11,418,410 | $1,630,551 | — | | 3,856,790 | $1,217,397 | $1,090,448 | $209,927 | $23.93 | ($ | 256.87) |
PAY VERSUS PERFORMANCE DISCLOSURE
| (1) Ms. Comonte commenced serving as our PEO on September 27, 2024. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (2) Ms. Sistani served as our PEO for the portion of fiscal 2022 following her appointment on March 21, 2022, for the entirety of fiscal 2023, and for the portion of fiscal 2024 preceding Ms. Comonte’s appointment. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (3) Ms. Grossman served as our PEO 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. Comonte in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Comonte during fiscal 2024. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Description | Fiscal 2024 ($) | | Reported Summary Compensation Total | $994,487 | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Reported Stock and Option Awards Deduction | $546,183 | | Stock and Option Awards Adjustment (a) | $784,858 | | Compensation Actually Paid | $1,233,162 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (a) For fiscal 2024, 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 | | 2024 | $383,831 | — | $401,027 | — | — | — | $784,858 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (5) In accordance with the requirements of Item 402(v)(2)(iii), the following adjustments were made to the amounts reported for Ms. Sistani in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Ms. Sistani during fiscal 2024. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Description | Fiscal 2024 ($) | | | Reported Summary Compensation Total | | 3,475,350 | | Change in Pension Value Deduction | | — | | Pension Service Cost Addition | | — | | Prior Pension Service Cost Addition | | — | | Reported Stock and Option Awards Deduction | | 1,061,575 | | Stock and Option Awards Adjustment (a) | ($ | 9,376,284) | | Compensation Actually Paid | ($ | 6,962,509) |
PAY VERSUS PERFORMANCE DISCLOSURE
| (a) For fiscal 2024, 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 | | | 2024 | — | — | — | ($ | 3,083,136) | ($ | 6,293,148) | — | ($ | 9,376,284) |
PAY VERSUS PERFORMANCE DISCLOSURE
| (6) The dollar amounts reported in this column represent the average of the total amounts reported for our Other NEOs for each corresponding fiscal year as follows: |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | Fiscal 2024: Donna Boyer; Jacqueline Cooke; and Heather Stark. |
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
| (7) In accordance with the requirements of Item 402(v)(2)(iii), when calculating the “average compensation actually paid” for our Other NEOs the following adjustments were made to the amounts reported in the Summary Compensation Table above for fiscal 2024. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our Other NEOs as a group during fiscal 2024. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Description | Fiscal 2024 ($) | | | Average Reported Summary Compensation Total | | 1,129,990 | | Average Change in Pension Value Deduction | | — | | Average Pension Service Cost Addition | | — | | Average Prior Pension Service Cost Addition | | — | | Average Reported Stock and Option Awards Deduction | | 285,030 | | Average Stock and Option Awards Adjustment (a) | ($ | 157,397) | | Average Compensation Actually Paid to Other NEOs | | 687,563 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (a) For fiscal 2024, 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 | | | 2024 | $159,097 | — | — | ($ | 67,898) | ($ | 248,596) | — | ($ | 157,397) |
PAY VERSUS PERFORMANCE DISCLOSURE
| (8) 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 |
PAY VERSUS PERFORMANCE DISCLOSURE
| described in Note 12 to our consolidated financial statements for the fiscal year ended December 28, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025. The assumptions used were not materially changed from those described in Note 12 but were updated at each valuation date to reflect the then-current value of each variable. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | The fair value of PSU awards was estimated at each valuation date based on TSR and were evaluated using a grant date fair value determined by using the Monte Carlo Simulation model on the relevant valuation date and adjusted to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | The fair value of RSU and DSU awards was estimated at each valuation date using the closing price of our Common Stock on the relevant valuation date or, if the market was closed on such date, the last trading day that immediately preceded the relevant valuation date. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (9) Total shareholder return as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2021 (the last trading day of fiscal 2021) through and including the end of the fiscal year for each year reported in the table as required by Item 402(v) and that all dividends, as applicable, were reinvested. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company has historically used a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation for non-employee directors, the Board of Directors considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board of Directors. Directors who are employees of the Company receive no compensation for their service as directors.
DIRECTOR COMPENSATION FOR FISCAL 2024
DIRECTOR COMPENSATION FOR FISCAL 2024
DIRECTOR COMPENSATION FOR FISCAL 2024
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Thilo Semmelbauer(2)(3)(4) | $143,577 | $46,421 | — | $189,998 | | Steven M. Altschuler(5) | $96,022 | $46,421 | — | $142,443 | | Julie Bornstein(5) | $105,022 | $46,421 | — | $151,443 | | Tracey D. Brown(3)(4) | $106,022 | $46,421 | — | $152,443 | | Denis F. Kelly(4) | $112,522 | $46,421 | — | $158,943 | | Julie Rice(3) | $105,022 | $46,421 | — | $151,443 | | William H. Shrank | $90,022 | $46,421 | — | $136,443 | | Oprah Winfrey(6) | $32,152 | $42,208 | — | $74,360 |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (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 2024 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 (x) each then-current director on January 1, 2024 was $32,340; April 1, 2024 was $6,542; July 1, 2024 was $4,287; and September 30, 2024 was $3,252; and (y) Ms. Winfrey on May 9, 2024, the date on which she ceased to serve as a director as discussed below, was $3,326 reflecting the applicable proration for her time of service during the second quarter of fiscal 2024. The stock award granted on January 1, 2024 was for compensation earned for the fourth quarter of fiscal 2023, as applicable. Each of Messrs. Semmelbauer and Kelly and Drs. Altschuler and Shrank elected to defer all of his awards of fully vested Common Stock reflected in the amounts shown and instead received fully vested DSUs on the applicable grant date pursuant to the Director Deferred Compensation Program. As of December 28, 2024, each of the following current directors held the specified number of fully vested DSUs: Mr. Semmelbauer, 22,586, Dr. Altschuler and Mr. Kelly, 36,790 and Dr. Shrank, 17,099. |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (2) Amounts reported for Mr. Semmelbauer reflect additional fees earned for serving as Chairman of the Board of Directors. |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (3) Member of the NCG Committee during fiscal 2024. Amounts reported for Ms. Rice reflect additional fees earned for serving as NCG Committee chair. Ms. Rice resigned from the Board of Directors effective February 25, 2025. |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (4) Member of the Audit Committee during fiscal 2024. Effective September 27, 2024, the Board of Directors elected Mr. Semmelbauer to serve as a member of the Audit Committee to fill the vacancy resulting from Ms. Comonte ceasing to serve as a member of the Audit Committee on such date. Therefore, the amounts reported for Mr. Semmelbauer reflect fees earned with respect to his service from the date of his election. Amounts reported for Mr. Kelly reflect additional fees earned for serving as Audit Committee chair. |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (5) Member of the Compensation Committee during fiscal 2024. Amounts reported for Ms. Bornstein reflect additional fees earned for serving as Compensation Committee chair. |
DIRECTOR COMPENSATION FOR FISCAL 2024
| (6) On February 26, 2024, Ms. Winfrey notified the Chairman of the Board of Directors that she would not be standing for re-election as a member of the Board of Directors at the 2024 Annual Meeting. As a result, Ms. Winfrey ceased to serve as a director effective upon the conclusion of such meeting on May 9, 2024. Therefore, the amounts shown for Ms. Winfrey reflect the fees earned and stock awards granted through May 9, 2024. As of December 28, 2024, 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 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. |
SECURITY OWNERSHIP OF WW
| (3) 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: Ms. Comonte, 19,098 shares (granted for service prior to her appointment as an executive officer of the Company); Mr. Semmelbauer, 26,282 shares; Dr. Altschuler, 40,486 shares; Mr. Kelly, 40,486 shares; and Dr. Shrank, 20,795 shares. See “Director Compensation—Director Deferred Compensation Program” for additional information on the Director Deferred Compensation Program. |