Tara Comonte
WW INTERNATIONALAbout Tara Comonte
Tara Comonte, 51, is President and Chief Executive Officer of WW International, Inc. (WeightWatchers) since February 26, 2025; she served as Interim President & CEO from September 27, 2024 and has been a director since June 2023 . She previously held leadership roles at TMRW Life Sciences (CEO), Shake Shack (President & CFO), Getty Images (CFO), McCann Worldgroup (CFO), and Mediabrands, and holds a B.A. in Accounting and Finance from Heriot-Watt University . In FY2024, WW reported a net loss of $345.7 million and cumulative total shareholder return (TSR) value of $7.93 on a $100 base (per Item 402(v) methodology), framing the turnaround context she inherited and is executing against . In July 2025, she led communications around the completion of WeightWatchers’ financial reorganization and Nasdaq relisting, positioning the company for renewed growth in clinically-integrated weight health offerings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TMRW Life Sciences, Inc. | Chief Executive Officer; Director | CEO: May 2021–Jul 2023; Director: Dec 2018–Sep 2023 | Led life sciences tech firm focused on IVF; board tenure overlapped operating leadership . |
| Shake Shack Inc. | President & Chief Financial Officer; Chief Financial Officer | President & CFO: Oct 2019–May 2021; CFO: Jun 2017–Oct 2019 | Scaled public consumer brand and finance function during growth phase . |
| Getty Images Holdings, Inc. | Chief Financial & Business Affairs Officer & EVP; CFO & SVP | Oct 2016–Jun 2017; Apr 2013–Oct 2016 | Drove finance and business affairs at global digital media leader . |
| McCann Worldgroup | Chief Financial Officer | Oct 2010–Apr 2013 | Finance leadership at large marketing communications enterprise . |
| Mediabrands (IPG) | Founding member; Global CFO & COO | Early career | Helped build operating and finance infrastructure; preceded CFO roles . |
| Ernst & Young | Assurance | Early career | Qualified Chartered Accountant; foundational finance training . |
External Roles
| Organization | Role | Status / Notes |
|---|---|---|
| Peloton Interactive, Inc. | Director | Current public company directorship . |
Fixed Compensation
| Component | FY2024 Actual (as disclosed) | FY2025 Structure (per new CEO agreement) |
|---|---|---|
| Base salary | $351,923 (partial-year as interim starting 9/27/24) . | $1.5 million annualized base (monthly pay unchanged on annualized basis) . |
| Cash bonus (annual plan) | Not eligible in FY2024 due to interim status . | $4.5 million one-time cash award in lieu of any FY2025 annual bonus and any FY2025 LTI; subject to repayment if she departs under specified circumstances before the earlier of Jan 31, 2026 or 60 days post-Change in Control . |
| Special/other cash | $750,000 for interim CEO services (paid in connection with CEO appointment in 2025) . | N/A (already paid) . |
| Equity (granted) | $500,000 RSU grant on 9/27/24; 599,736 RSUs vesting one-sixth monthly over six months; plus $46,183 of fully vested DSUs for non-employee director service prior to 9/27/24 . | No FY2025 LTI (replaced by $4.5m cash); eligible for LTI at 400% of salary beginning FY2026 . |
| All other compensation | $96,381 (director cash fees prior to 9/27/24, company 401(k) contributions, and legal fees) . | Up to $20,000 legal-fee reimbursement for CEO agreement (one-time) . |
Performance Compensation
- Annual bonus plan (FY2024) design and results
- Metric framework: Operating income as sole financial metric; initially with subscription revenue and subscriber gatekeepers for threshold/above-target payouts, later amended in July 2024 to lower the subscription revenue gate to $775.0 million and cap payouts at target if revenue was below gate .
- FY2024 outcome: Reported operating loss of $(236.22) million adjusted by +$327.47 million (impairments, restructuring, CEO separation costs) to $91.25 million (91.25% of $100 million target), producing a 65% payout under the scale; Comonte was not eligible due to interim status .
| Item | Metric/Design | Target | Actual/Outcome | Payout | Notes |
|---|---|---|---|---|---|
| FY2024 Annual Bonus (company metric) | Operating Income (100% of company metric) | $100.0m | $91.25m adjusted (91.25% of target) | 65% | Subscription revenue gate amended to $775.0m for payouts ≥70% and cap at 100% . |
| Comonte eligibility (FY2024) | — | — | — | N/A | Not eligible as interim CEO in FY2024 . |
- Long-term incentives (LTI) – FY2024 plan design for NEOs
- RSUs: Time-based, vest one-third annually over 3 years .
- PSUs: Relative TSR vs. Russell 2000, 3-year performance period (1/1/2024–12/31/2026); vest on 5/15/2027 with achievement scale: 25th percentile=50%, 50th=100%, 75th=200% .
- Comonte received no FY2024 annual LTI due to employment start date; she received a separate $500,000 RSU grant tied to interim appointment vesting monthly over 6 months .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 436,745 shares as of March 10, 2025; indicated as less than 1% of outstanding shares (“*”) . |
| Shares vesting within 60 days (for beneficial ownership calc) | 99,956 RSUs scheduled to vest within 60 days of 3/10/2025 included in beneficial ownership . |
| Unvested RSUs at FY2024 year-end | 299,868 RSUs remaining from 9/27/24 grant; YE market value $383,831 at $1.28/share . |
| Options | None disclosed for Comonte; no options in 2024 executive program . |
| Hedging/shorting policy | Hedging, monetization transactions, options trading and short positions in company stock are prohibited for employees and directors under the Securities Trading Policy . |
| Pledging | None of the shares held by directors/executive officers were pledged as of March 10, 2025 . |
| Executive stock ownership guidelines | No formal executive ownership policy; the company encourages retention of awarded equity . |
| Director ownership guidelines (for context) | Non-employee directors must hold at least $450,000 of WW equity; DSU/stock grants subject to transfer restrictions until departure (with defined exceptions) . |
Vesting cadence and potential supply: The 599,736 RSUs granted on 9/27/24 vested in six equal monthly tranches of 99,956 shares on each monthly anniversary through March 27, 2025, subject to trading windows and policy constraints .
Employment Terms
| Term | Key economics / provisions |
|---|---|
| Role and dates | Interim President & CEO effective Sep 27, 2024; appointed President & CEO on Feb 26, 2025 (removing interim status); continues as director (now employee-director) . |
| Agreement term | CEO employment agreement dated Feb 26, 2025; term through Mar 31, 2026, extendable by mutual agreement . |
| Base salary | $1.5 million annualized (monthly rate unchanged) . |
| FY2025 compensation structure | $4.5 million cash award in lieu of FY2025 annual bonus and LTI; subject to repayment if (before the earlier of Jan 31, 2026 or 60 days post-Change in Control) terminated for Cause, or she resigns other than for Modified Good Reason pre-Change in Control or other than for Good Reason post-Change in Control . |
| FY2026 targets | Annual bonus target 150% of base salary; LTI target 400% of base salary . |
| Interim service payment | $750,000 for services rendered as Interim CEO (paid in 2025) . |
| Severance (CEO agreement) | If terminated without Cause or resignation for Modified Good Reason (prior to earlier of Jan 31, 2026 or Change in Control) or for Good Reason (on/after that date/Change in Control), she receives salary continuation until the later of 6 months post-termination (or earlier if placed on garden leave) and Mar 31, 2026; prorated target bonus for year of termination (no FY2025 bonus eligibility); COBRA premium support; subject to release and 1-year non-compete/non-solicit; confidentiality survives . |
| Change-in-control treatment (equity plans) | Time-vested RSUs/options vest at Change in Control; PSUs vest at target (or actual if performance period completed), unless the board specifies otherwise . |
| Clawbacks | Executive Clawback Policy (Rule 10D-1 compliant) mandating recoupment of erroneously awarded incentive compensation after restatements; broader discretionary clawback policy also in place . |
| Securities trading | Hedging/shorting prohibited; policy filed with 2024 Form 10-K . |
Board Governance and Service
- Board service history and roles
- Director since June 2023; served on Audit and Compensation Committees as a non-employee director until appointed Interim CEO on Sep 27, 2024 (committee fees paid for that service); ceased committee service upon becoming an executive .
- As an employee-director, she is not considered independent; the board identified six current independent directors in 2025 (excludes Comonte) .
- Board structure and leadership
- WW separates the roles of Chair and CEO; Thilo Semmelbauer serves as non-executive Chairman, providing oversight and acting as liaison with management .
- The board held nine meetings in FY2024; all incumbent directors attended at least 75% of meetings/committees; independent directors hold executive sessions at least twice annually .
- Director compensation context and Comonte’s eligibility
- Non-employee director program: $225,000 annual (40% cash/60% equity or DSUs), plus committee/chair retainers; equity determined at a fixed $9.13 price for 2023–2024 .
- As an employee, Comonte is no longer eligible for non-employee director compensation; in 2024 (before 9/27/24) she received $78,931 cash for board/committee service and $46,183 in DSUs .
Performance & Track Record
- FY2024 financial performance (context for plan design): WW recorded a net loss of ($345.70) million; compensation committees adjusted operating results for bonus plan purposes to reflect impairments and restructuring .
- Shareholder return context: Cumulative TSR value stood at $7.93 at FY2024 year-end under Item 402(v) methodology (from a $100 base at YE2021) .
- Strategic actions under Comonte’s leadership: WW completed a financial reorganization, expanded clinical leadership with a new Chief Medical Officer, and relisted on Nasdaq, with Comonte articulating the strategic shift to integrated, science-backed weight health (including GLP-1-enabled care) .
Director Compensation (during non-employee period in 2024)
| Component | Amount |
|---|---|
| Cash fees for Board, Audit and Compensation Committees (prorated to 9/27/24) | $78,931 . |
| DSUs from director equity program (prorated to 9/27/24) | $46,183 . |
Compensation Structure Analysis
- Increased cash certainty in 2025: The $4.5 million cash award replaces both annual bonus and LTI for FY2025, boosting guaranteed cash and reducing near-term equity dilution/volatility; repayment is required if she departs under specified conditions before early 2026, indicating a strong retention intent .
- LTI and performance risk shift to 2026: From FY2026, pay mix shifts to at-risk performance with 150% target bonus and 400% LTI target, reintroducing multi-year alignment (PSUs use relative TSR, vesting in 2027 for 2024-design awards) .
- Governance guardrails: Company has a mandatory executive clawback policy (Rule 10D‑1) and prohibits hedging/shorting; however, there is no formal executive stock ownership guideline, which can dilute long-term alignment versus peers with ownership multiples .
- Vesting/supply considerations: Her 599,736 interim RSUs vested in six monthly tranches through March 27, 2025 (99,956 per month), creating a defined near-term vesting cadence; as of YE2024, 299,868 units remained unvested (value $383,831 at $1.28), with none of her or other insiders’ shares pledged .
Equity Ownership & Beneficial Holdings (detail)
| Metric | Amount / Status |
|---|---|
| Beneficial ownership (3/10/2025) | 436,745 shares; <1% of class . |
| RSUs vesting within 60 days (included above) | 99,956 shares . |
| Unvested RSUs at FY2024 YE | 299,868 RSUs; $383,831 value at $1.28/share . |
| Pledging | None pledged among directors/executives . |
Investment Implications
- Retention risk appears mitigated near-term by the 2025 $4.5m cash award with explicit repayment provisions if she exits under specified conditions before early 2026 or near a Change in Control, aligning continuity during the post-reorganization period .
- Pay-for-performance alignment tightens from FY2026 with a large at-risk mix (150% cash bonus target; 400% LTI), and PSU design tied to relative TSR; 2024 bonus plan showed disciplined use of adjustments and caps in a challenging year (65% payout on adjusted operating income) .
- Governance positives (clawback, hedging prohibition, separated Chair/CEO) are balanced by the absence of an executive stock ownership requirement, which may reduce long-term alignment versus peers; no pledging, and beneficial ownership remains below 1% as of March 10, 2025 .
- Near-term insider supply from Comonte’s interim RSU grant has now substantially flowed through given the six-month vest schedule ending March 27, 2025, potentially reducing incremental selling pressure tied to vesting; future equity overhang shifts to standard LTI cycles beginning FY2026 .