Tracey Brown
WW INTERNATIONALAbout Tracey D. Brown
Tracey D. Brown, age 57, is an independent Class I director of WW International, Inc. (WW), serving since May 2023; she previously served on WW’s board from February 2019 to January 2022 . Brown is Executive Vice President and President of Walgreens Retail and U.S. Chief Customer Officer (since March 2023), with prior roles including CEO of the American Diabetes Association (2018–2021) and senior leadership positions at Sam’s Club/Walmart; she holds a B.S. in Chemical Engineering (University of Delaware) and an MBA (Columbia Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens (Walgreens Boots Alliance) | EVP & President, Walgreens Retail; U.S. Chief Customer Officer | Since Mar 2023 | Oversees U.S. retail and customer strategy; consumer/health retail expertise |
| Walgreens | President Retail Products & Chief Customer Officer | Nov 2021–Feb 2023 | Led retail products and customer experience |
| American Diabetes Association | Chief Executive Officer | Jun 2018–Nov 2021 | Led largest voluntary health organization; healthcare advocacy experience |
| Sam’s Club (Walmart) | SVP Operations & Chief Experience Officer | Feb 2017–Jun 2018 | Operations and customer experience leadership |
| Sam’s Club (Walmart) | Chief Member & Marketing Officer | Jan 2015–Feb 2017 | Member growth and marketing leadership |
| Sam’s Club (Walmart) | Vice President | Oct 2014–Jan 2015 | Business leadership |
| Prior employers | Various roles (RAPP, Direct Impact, AMD, Peppers & Rogers, Dell, American Express, Exxon, P&G) | Not specified | Cross-functional experience in tech, marketing, finance, consumer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YETI Holdings, Inc. | Director (prior) | Not specified | Prior public company directorship; no current interlock disclosed |
| WW International, Inc. | Director (prior) | Feb 2019–Jan 2022 | Returned to WW board in May 2023 |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (NCG) Committee member .
- Chair roles: Not a chair; Audit Chair is Denis F. Kelly; NCG Chair is Thilo Semmelbauer; Compensation Chair is Julie Bornstein .
- Independence: Board affirmatively determined Brown is independent under Nasdaq standards, Corporate Governance Guidelines, and Exchange Act Rule 10A‑3 .
- Attendance: Board held nine meetings in fiscal 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings on which they served; Audit Committee met seven times; NCG Committee met four times; Compensation Committee met six times .
- Executive sessions: Non‑management director sessions held; independent directors hold executive sessions at least twice a year (presided over by Mr. Kelly) .
Committee Memberships (FY2024)
| Committee | Membership | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Brown; Kelly; Semmelbauer | Kelly | 7 |
| Compensation | Altschuler; Bornstein | Bornstein | 6 |
| NCG | Brown; Semmelbauer | Semmelbauer | 4 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director compensation | $225,000 (40% cash; 60% equity) | Payable quarterly; equity may be paid as fully vested Common Stock or DSUs; fixed stock price methodology of $9.13 used for 2023–2024 grants . |
| Audit Committee membership fee | $10,000 per year (cash) | Payable quarterly; Audit Chair adds $12,500; Brown was a member, not chair . |
| NCG Committee membership fee | $6,000 per year (cash) | Payable quarterly; NCG Chair adds $9,000; Brown was a member, not chair . |
| FY2024 cash earned (Brown) | $106,022 | As reported in Director Summary Compensation Table . |
| FY2024 stock awards (Brown) | $46,421 | Fully vested Common Stock/DSUs; grant date fair values listed below . |
| FY2024 total (Brown) | $152,443 | Sum of cash and stock awards; no other comp reported . |
FY2024 Director Equity Grant Schedule (all non‑employee directors)
| Grant Date | Grant Date Fair Value | Notes |
|---|---|---|
| Jan 1, 2024 | $32,340 | Compensation earned for Q4 FY2023; fully vested stock or DSUs . |
| Apr 1, 2024 | $6,542 | Fully vested stock or DSUs . |
| Jul 1, 2024 | $4,287 | Fully vested stock or DSUs . |
| Sep 30, 2024 | $3,252 | Fully vested stock or DSUs . |
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Revenue, EBITDA, TSR, ESG metrics | No | Director stock awards consist solely of fully vested Common Stock or DSUs; no performance metrics disclosed for director compensation . |
| Clawback provisions (directors) | Not disclosed | Compensation Committee oversees incentive compensation clawbacks for executives; no director‑specific clawback disclosure . |
Other Directorships & Interlocks
| Company | Relationship | Committee Roles | Notes |
|---|---|---|---|
| YETI Holdings, Inc. | Prior director | Not disclosed | No current interlock disclosed in WW proxy . |
| Walgreens Boots Alliance (Walgreens) | Current executive role | N/A | External employment in consumer/health retail; WW determined Brown is independent . |
- Related‑party transactions: WW’s related‑person transactions section details arrangements with Artal and Ms. Winfrey; no transactions involving Ms. Brown are disclosed .
Expertise & Qualifications
- Education: B.S. Chemical Engineering (University of Delaware); MBA (Columbia Business School) .
- Sector expertise: Consumer retail, health/diabetes advocacy, operations, marketing, customer experience; senior leadership at Walgreens and Sam’s Club/Walmart .
- Governance skills: Member of WW Audit and NCG Committees; Audit Committee oversees cybersecurity program; NCG oversees governance/ESG .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 30,655 shares | As of March 10, 2025 . |
| Percent of class | <1% | 80,192,014 shares outstanding; proxy notes “less than 1%” . |
| DSUs held | Not disclosed | DSU counts listed for certain directors; Brown not listed in DSU footnote . |
| Shares subject to transfer restrictions (director equity comp) | 23,394 shares | Director equity‑based compensation shares under transfer restrictions . |
| Shares pledged as collateral | None | “None of the shares held by our directors or executive officers has been pledged as security” as of March 10, 2025 . |
| Ownership guidelines | $450,000 required; 5 years to comply | Must retain 100% of granted shares and DSUs until guideline met; transfer restrictions lift once guideline maintained . |
Governance Assessment
-
Independence and interlocks: Brown is affirmatively independent under Nasdaq and Rule 10A‑3 despite her senior executive role at Walgreens; no related‑party transactions involving Brown disclosed, mitigating conflict concerns .
-
Engagement: Active committee service (Audit, NCG) with Board and committees meeting regularly; all incumbents met at least 75% attendance, supporting governance effectiveness .
-
Alignment: Director pay uses 60% equity with strict ownership/transfer restrictions and $450,000 ownership guideline, enhancing alignment; Brown’s FY2024 compensation mix is consistent with policy .
-
Risk oversight: Audit Committee (including Brown) oversees cybersecurity with quarterly briefings and CISO engagement, indicating strong risk governance .
-
RED FLAGS: None disclosed for Brown (no pledging; no related‑party transactions; attendance threshold met; not a compensation chair); continue monitoring for any future Walgreens‑WW commercial relationships that may require related‑person review and approval under WW’s policy .