Thilo Semmelbauer
WW INTERNATIONALAbout Thilo Semmelbauer
Thilo Semmelbauer, age 59, is Chairman of the Board at WW and has served as a director since September 2016 (Chair since May 2023). He previously served in WW’s Interim Office of the CEO (Sep 2016–Jul 2017), and holds an A.B. in Electrical Engineering and Computer Science from Dartmouth and dual M.S. degrees in Management and Electrical Engineering from MIT . He is currently Managing Director at Insight Partners and has deep operating experience in digital products, e-commerce, and technology from senior roles at Shutterstock, TheLadders, and WeightWatchers.com .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW International (WeightWatchers.com) | President & COO (founding team) | 2000–2004 | Led digital business build-out |
| WW International (North America) | COO | 2004–2006 | Operations leadership |
| WW International (Global) | COO | 2006–2008 | Global operations leadership |
| TheLadders.com | EVP, Consumer Business | 2009–2010 | Consumer growth |
| Shutterstock, Inc. | President & COO | 2010–2015 | Scaled marketplace operations |
| WW (Interim Office of CEO) | Member | Sep 2016–Jul 2017 | Transition leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insight Partners | Managing Director | May 2019–present | Previously Senior Advisor (2017–2019) and Venture Partner (2015–2017) |
Board Governance
- Board leadership: Independent, non-executive Chairman since May 2023; WW separates Chair and CEO roles to enhance accountability and role clarity .
- Committees: Audit Committee member; Nominating & Corporate Governance (NCG) Committee member and Chair; Audit held 7 meetings and NCG held 4 meetings in fiscal 2024 .
- Independence: Board affirmatively determined Semmelbauer is independent under Nasdaq and WW guidelines .
- Attendance and engagement: Board held 9 meetings in fiscal 2024; each incumbent director attended at least 75% of Board/committee meetings served; 7 directors attended the 2024 annual meeting .
- Executive sessions: Non-management director sessions are chaired by the Board Chair; independent director executive sessions held at least twice a year (presided by Denis Kelly in fiscal 2024) .
- Risk oversight: As an Audit Committee member, participates in oversight of financial reporting, internal controls, and cybersecurity risk; Audit Committee engages with PwC and management quarterly .
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| Fiscal 2024 Cash Fees | $143,577 | Includes additional fees for serving as Board Chair and committee service; joined Audit Committee on Sep 27, 2024 |
| Fiscal 2024 Stock Awards | $46,421 | Fully vested Common Stock or DSUs; Semmelbauer elected DSUs for equity portion |
| Total Fiscal 2024 | $189,998 | Director summary compensation |
| Annual Non-Employee Director Compensation | $225,000 per year; 40% cash / 60% fully vested stock or DSUs, payable quarterly | Fixed equity conversion used $9.13 share price in 2023–2024; fractional shares paid in cash |
| Board Chair Additional Cash | $45,000 per year | Payable quarterly |
| Committee Membership Fees | Audit: $10,000; Compensation: $6,000; NCG: $6,000 | Payable quarterly |
| Committee Chair Fees | Audit chair: $12,500; Compensation chair: $9,000; NCG chair: $9,000 | Payable quarterly |
Performance Compensation
- WW directors do not receive performance-based equity (no PSUs/options for directors); equity consists of fully vested Common Stock or DSUs issued quarterly. Grant-date fair values for fiscal 2024 director equity tranches: $32,340 (Jan 1, 2024), $6,542 (Apr 1, 2024), $4,287 (Jul 1, 2024), $3,252 (Sep 30, 2024) .
- Director Deferred Compensation Program allows deferral of equity into DSUs with settlement in a lump sum at cessation of service or change of control .
| Grant Schedule (FY2024) | Grant-Date Fair Value |
|---|---|
| Jan 1, 2024 | $32,340 |
| Apr 1, 2024 | $6,542 |
| Jul 1, 2024 | $4,287 |
| Sep 30, 2024 | $3,252 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in WW’s proxy . |
Expertise & Qualifications
- Board-qualified experiences emphasize 30+ years in internet/technology, founding-team experience at WeightWatchers.com, and extensive knowledge of digital product development, e-commerce, technology, and general management .
- Education: AB (Dartmouth, EECS) and dual MS (MIT, Management and Electrical Engineering) .
- Governance competencies: Chairs NCG; Audit Committee member; independence affirmed .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Mar 10, 2025) | 75,797 shares; less than 1% of class (outstanding shares 80,192,014) |
| DSUs Held (Mar 10, 2025) | 26,282 DSUs (fully vested) |
| Shares Subject to Transfer Restrictions | 39,515 shares |
| Pledged Shares | None of the directors’/executives’ shares are pledged |
| Director Stock Ownership Guidelines | Must hold ≥ $450,000 in WW stock/DSUs; retain 100% of equity grants until guideline met; transfer restrictions relax only after guidelines met |
| Hedging/Pledging Policy | Hedging and short positions prohibited for directors; options trading prohibited; reinforces alignment |
Governance Assessment
- Board effectiveness: Separation of Chair/CEO, independent status, and active committee leadership (NCG chair; Audit member) support oversight quality and alignment with investor governance preferences .
- Alignment and incentives: Director comp is modest and equity is fully vested stock/DSUs with transfer restrictions and ownership guidelines, encouraging longer-term alignment; Semmelbauer defers equity into DSUs (22,586 DSUs as of Dec 28, 2024; 26,282 as of Mar 10, 2025) .
- Attendance and engagement: Meets minimum attendance thresholds; participates in executive and independent sessions; Audit Committee risk oversight suggests active involvement in controls and cybersecurity .
- Conflicts and related-party exposure: Independence affirmed despite prior WW executive service; no share pledging; hedging banned; no Semmelbauer-specific related-party transactions disclosed in proxy .
- Compensation governance: FW Cook retained as independent consultant; Compensation Committee determined no consultant conflicts of interest .
RED FLAGS: None disclosed specific to Semmelbauer. Notably, restrictions remain on director equity until stock ownership guidelines are met, which constrains liquidity but enhances alignment .