Julie Bornstein
WW INTERNATIONALAbout Julie Bornstein
Julie Bornstein (age 55) has served as an independent director of WW since February 2019; she holds a B.A. in Government from Harvard College and an M.B.A. from Harvard Business School (independence determined by the Board under Nasdaq standards) . She is Chief Executive Officer of Daydream, an AI-powered search and discovery shopping platform she co-founded, since July 2023 (previously SVP & Chief Shopping Officer at Pinterest through January 2023 following Pinterest’s acquisition of The Yes, which she co-founded and led as CEO) . Earlier, she was COO at Stitch Fix (2015–2017) and Chief Digital Officer at Sephora (2007–2015) . Bornstein also serves on the boards of Redfin Corporation and Sweetgreen, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daydream | Chief Executive Officer | Jul 2023–present | Co-founded an AI-powered search and discovery shopping platform |
| Pinterest, Inc. | SVP & Chief Shopping Officer | Through Jan 2023 | Joined via acquisition of The Yes in Jun 2022 |
| The Yes Platform, Inc. | Co-founder & Chief Executive Officer | Feb 2018–Jun 2022 | Built AI-powered online shopping platform; acquired by Pinterest |
| Stitch Fix, Inc. | Chief Operating Officer | Mar 2015–Sep 2017 | Operations leadership at online styling services company |
| Sephora (LVMH) | Chief Digital Officer | Aug 2007–Mar 2015 | Led digital/e-commerce and loyalty initiatives |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Redfin Corporation | Director | Public | Current director |
| Sweetgreen, Inc. | Director | Public | Current director |
| Daydream | CEO | Private | Co-founder; CEO since Jul 2023 |
Board Governance
- Independence: The Board affirmatively determined Ms. Bornstein is independent under Nasdaq and WW Corporate Governance Guidelines .
- Committee assignments (FY24): Compensation Committee Chair (current members: Dr. Altschuler and Ms. Bornstein); the committee met six times in FY24 .
- Audit/NCG: Current Audit Committee members are Ms. Brown, Messrs. Kelly (Chair) and Semmelbauer (7 meetings in FY24); NCG members are Ms. Brown and Mr. Semmelbauer (4 meetings in FY24) .
- Attendance & engagement: The Board held nine meetings in FY24; each incumbent director attended at least 75% of Board and applicable committee meetings; seven directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at least twice a year; Mr. Kelly presided over independent sessions in FY24 .
- Tenure/class: Class III director (term expiring 2025); nominated for re-election at the 2025 meeting to serve until 2028 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Director Compensation | $225,000 per year; paid quarterly; 40% cash / 60% fully vested common stock or DSUs | Applies to non-employee directors . |
| Committee Fees | Compensation Committee: $6,000/year (member) + $9,000/year (chair) | Chairs receive chair fee in addition to member fee . |
| Audit Committee Fees | $10,000/year (member) + $12,500/year (chair) | Paid quarterly in cash . |
| Chair of Board Fee | $45,000/year (cash) | For Board Chair (not applicable to Bornstein) . |
| Equity Valuation Method (2023–2024) | Fixed stock price $9.13 to determine number of shares | Superseded historical 5-day average method for these years . |
| Director (FY2024) | Cash Fees (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Julie Bornstein | $105,022 | $46,421 | $151,443 |
- Quarterly equity grant date fair values to then-current directors: Jan 1, 2024: $32,340; Apr 1, 2024: $6,542; Jul 1, 2024: $4,287; Sep 30, 2024: $3,252 (stock awards consist solely of fully vested common stock and fully vested DSUs) .
- Director Deferred Compensation Program allows election to defer equity into DSUs; settlement occurs per election or upon board service cessation/change in control .
Performance Compensation
- Structure: Director equity compensation consists of fully vested common stock and fully vested DSUs; no performance-vesting metrics are applied to director equity grants .
| Equity Award Characteristic | Detail |
|---|---|
| Instrument | Fully vested common stock and/or fully vested DSUs (if elected) |
| Performance Metrics | None disclosed/applicable for directors |
| Grant Date Fair Values (FY2024) | $32,340 (Jan 1), $6,542 (Apr 1), $4,287 (Jul 1), $3,252 (Sep 30) per then-current director |
Other Directorships & Interlocks
| Company | Relationship to WW | Role | Potential Interlock/Conflict Noted by WW |
|---|---|---|---|
| Redfin Corporation | None disclosed | Director | No Bornstein-specific related-person transactions described in cited sections . |
| Sweetgreen, Inc. | None disclosed | Director | No Bornstein-specific related-person transactions described in cited sections . |
The proxy’s related-person transactions discussion details legacy Winfrey-related transactions and policy/process; the cited sections do not describe Bornstein-related transactions .
Expertise & Qualifications
- The Board highlights Bornstein’s experience in digital products and marketing technology for leading online services, and her knowledge of consumer loyalty programs, e‑commerce, and financial management/accounting .
- Educational credentials: Harvard College (B.A., Government) and Harvard Business School (M.B.A.) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 10, 2025) | 49,686 shares; <1% of outstanding common stock |
| Shares Subject to Transfer Restrictions | 49,686 director equity-based compensation shares are subject to transfer restrictions . |
| Pledged Shares | None of the shares held by directors/executives have been pledged as security as of Mar 10, 2025 . |
| Stock Ownership Guidelines | Non-employee directors must hold shares/DSUs valued at ≥$450,000; typically 5 years to attain; must retain 100% of quarterly grants and DSU vesting until guideline met; transfer restrictions may be lifted once threshold is maintained . |
Governance Assessment
- Board effectiveness signals: Independent status, active engagement (Compensation Committee Chair with six meetings in FY24), and clear remit over CEO/executive pay, incentive plan oversight, and clawback policy enforcement support robust pay-for-performance governance .
- Alignment: Director pay mix incorporates a 60% equity component (fully vested stock/DSUs) and stringent $450,000 ownership guidelines with transfer restrictions until guidelines are met or service ends, reinforcing alignment with shareholders .
- Attendance/engagement: Board met nine times in FY24 and all incumbents met or exceeded the 75% attendance threshold; independent directors hold executive sessions at least twice annually, enhancing oversight .
- Conflicts and related parties: Cited sections of the proxy do not describe any Bornstein-related related‑person transactions; the related-party section instead details Winfrey-related transactions and the company’s approval policy and controls .
- Time-commitment watch item: Bornstein is a public-company director at Redfin and Sweetgreen and serves as CEO of Daydream; while WW reports attendance compliance in FY24, investors may monitor ongoing commitments versus engagement levels .