Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On May 1, 2023, WW International, Inc. (together with its
subsidiaries, the Company) appointed Heather Stark as its Chief Financial Officer, effective May 4, 2023.
Ms. Stark,
age 49, served as the Companys Interim Principal Financial Officer since December 2022 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 the Companys Canadian business. Prior to joining the Company, Ms. Stark was with
Bacardi Limited, the worlds 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 PriceWaterhouse Coopers 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.
On
May 1, 2023, the Company entered into an employment agreement with Ms. Stark (the Employment Agreement), the material terms of which are as follows: (i) a base salary of CAD$685,000 per year, effective May 4, 2023;
(ii) eligibility for an annual, performance-based cash bonus with a target bonus percentage of 65% of her base salary (based solely on the Companys overall performance) effective with respect to the Companys 2023 annual cash bonus;
(iii) eligibility to participate in the Companys annual incentive equity award program with an annual target aggregate grant amount value of 100% of base salary (subject to the grant methodology and allocation and other program terms as
determined by the Compensation and Benefits Committee of the Companys Board of Directors in its sole discretion from time to time); and (iv) a one-time equity award of 30,000 restricted stock units
(the RSU Award) to be granted on May 15, 2023. The RSU Award shall vest one-third per year over three years on the anniversary of the grant date and be subject to the Companys customary
terms and conditions.
In the event of the termination of Ms. Starks employment by the Company other than for cause, subject to
the execution and non-revocation of a general release of claims, she shall be entitled to receive payments under Canadian common law as detailed in her Employment Agreement. Pursuant to the Employment
Agreement, Ms. Stark is also subject to covenants with respect to confidentiality, non-competition and non-solicitation of employees of the Company. The
confidentiality covenant has an indefinite term, whereas the non-competition and non-solicitation covenants have respective continuing terms of 12 and 24 months
following her departure from the Company.
The foregoing description is qualified in its entirety by reference to the Employment
Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit |
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Description |
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Exhibit 10.1 |
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Employment Agreement, dated May 1, 2023, by and between WW Canada, ULC and Heather Stark. |
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Exhibit 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |