Denis Kelly
WW INTERNATIONALAbout Denis F. Kelly
Denis F. Kelly (age 75) is an independent Class II director of WW International, Inc., serving since May 2015. He chairs the Audit Committee and is an SEC-designated audit committee financial expert, with decades of investment banking and corporate finance experience. Kelly holds a B.A. from Amherst College and an M.B.A. from The Wharton School, and his current board term expires in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scura Partners Securities LLC | Managing Partner, Co‑founder | 2001–present | Investment banking leadership; strategic transactions expertise |
| National Arbitration and Mediation (NAM) | Hearing Officer | Current | Dispute resolution experience |
| TM Capital Corp. | Senior Advisor | 2022–2024 | M&A advisory perspective |
| Prudential Securities Incorporated | Managing Director | 1993–2001 | Investment banking leadership |
| Denbrook Capital Corporation | President & CEO | 1991–1993 | Merchant banking leadership |
| Merrill Lynch | Managing Director (M&A; Merchant Banking) | 1980–1991 | Large-scale deals, corporate finance |
| Lehman Brothers | Investment banker | Began 1974 | Early-career training in capital markets |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| MSC Industrial Direct Co., Inc. | Director (prior) | Public (prior) | Prior public company board experience |
Board Governance
- Committee assignments: Audit Committee Chair; members are Kelly, Tracey D. Brown, and Thilo Semmelbauer; Audit Committee met seven times in FY2024 .
- Independence: Board determined Kelly is independent under Nasdaq standards and WW Corporate Governance Guidelines; he is also designated an “audit committee financial expert” .
- Executive sessions: Independent directors hold sessions at least twice per year; Kelly presided over these sessions in FY2024, signaling leadership among independents .
- Board activity: Board held nine meetings in FY2024; all incumbent directors attended at least 75% of Board and applicable committee meetings .
Fixed Compensation
| Component | FY2024 Amount | Details |
|---|---|---|
| Director retainer (cash portion of annual $225,000) | Included in $112,522 cash total | Non-employee directors receive $225,000 per year, 40% cash and 60% stock/DSUs; paid quarterly |
| Audit Committee membership fee | $10,000/year (cash) | Paid quarterly |
| Audit Committee chair fee | $12,500/year (cash) | Incremental to membership fee |
| Other committee fees | N/A | Not disclosed as applicable for Kelly in FY2024 |
| Total cash fees earned | $112,522 | FY2024 cash paid for Board and committee service |
Performance Compensation
| Component | FY2024 Grant Date Value | Mechanics | Performance Metrics |
|---|---|---|---|
| Equity awards (stock/DSUs) | $46,421 | Fully vested stock or DSUs each quarter; directors can elect DSUs; fixed stock price $9.13 used in FY2023–FY2024 | None; director equity is not performance-conditioned |
- Director Deferred Compensation Program: Kelly elected to defer all vested stock awards into DSUs; DSUs settle in shares at specified time or upon board departure/change in control .
- Stock ownership guidelines: Non-employee directors must hold at least $450,000 of WW equity; retention and transfer restrictions apply until guidelines are met .
- Hedging policy: Directors are prohibited from hedging, shorting, or derivatives that offset equity value; short positions are barred .
Other Directorships & Interlocks
| Entity | Relation | Potential Interlock/Conflict Note |
|---|---|---|
| Scura Partners Securities LLC | Managing Partner | No related-party transactions disclosed involving Kelly or Scura; WW maintains a formal related-person transaction approval policy overseen by the Audit Committee . |
| NAM (National Arbitration and Mediation) | Hearing Officer | No transactions disclosed with WW . |
| TM Capital Corp. (prior) | Senior Advisor | Prior role ended 2024; no WW related transactions disclosed . |
| MSC Industrial Direct (prior) | Director | Historical external public board; no current interlocks with WW disclosed . |
Expertise & Qualifications
- Financial expert: Board-designated audit committee financial expert per SEC rules; deep corporate finance, accounting, M&A, and strategic transactions experience .
- Governance: Presided over independent director executive sessions, reinforcing independent oversight .
- Education: Amherst College (B.A.), Wharton School (M.B.A.) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 208,107 shares | Includes DSUs and family-related accounts; less than 1% of outstanding shares |
| DSUs (would settle in shares upon eligible event) | 40,486 shares | Director deferred comp elections convert quarterly equity into DSUs |
| Shares subject to transfer restrictions (director equity comp) | 20,121 shares | Transfer restrictions until ownership guideline met; flexibility upon compliance |
| Indirect holdings | 6,200 shares (spouse IRA); 16,000 shares (custodial account for grandchildren) | Disclosed beneficial ownership detail |
| Shares pledged as collateral | None | WW states none of directors’ shares are pledged as of March 10, 2025 |
| Shares outstanding basis | 80,192,014 | As of March 10, 2025 |
Governance Assessment
- Strengths:
- Independent Audit Chair with SEC “financial expert” designation; robust oversight of financial reporting, internal controls, and cybersecurity risk within Audit remit .
- Presiding role in independent director executive sessions enhances board independence and candid oversight of management .
- High engagement: Board met nine times; Audit Committee met seven times; all directors met the 75% attendance threshold .
- Alignment policies: Hedging prohibited; director stock ownership guidelines and DSU deferrals enhance long-term orientation .
- Compensation & Alignment:
- Mix skewed to fixed retainer plus fully vested equity/DSUs; no performance-based director pay, limiting pay-for-performance linkage but consistent with common governance practice; FY2024 compensation totaled $158,943 (cash $112,522; equity $46,421) .
- DSU elections and transfer restrictions support retention and alignment; none of Kelly’s shares are pledged .
- Conflicts/Related Party:
- No related-party transactions disclosed involving Kelly or his affiliated firms; WW maintains a formal Related Person Transaction Policy with Audit Committee oversight .
- RED FLAGS:
- None disclosed regarding legal proceedings, pledging, hedging, tax gross-ups, or related-party transactions tied to Kelly .
Overall, Kelly’s Audit Committee leadership, independence, and financial acumen support board effectiveness at WW, with no disclosed conflicts or red flags that would undermine investor confidence .