William Shrank

About William H. Shrank, M.D.

William H. Shrank, M.D. (age 53) has served as an independent director of WW since August 2023. He is currently CEO of a benefits enablement company he founded (since November 2024); previously a Venture Partner on Andreessen Horowitz’s Bio + Health team (Jan 2023–Nov 2024), Chief Medical Officer and Chief Medical & Corporate Affairs Officer at Humana (2019–2022), Chief Medical Officer at UPMC Insurance Services (2016–2019), and held senior clinical innovation roles at CVS Health after leadership at CMS’s Innovation Center; he began as a physician at Brigham and Women’s Hospital and assistant professor at Harvard Medical School . He holds a B.A. from Brown University, an M.D. from Cornell University Medical College, and an M.S. in Health Services from UCLA, and also serves as a director of Walgreens Boots Alliance, Inc. .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Dr. Shrank is independent under Nasdaq standards and WW’s Corporate Governance Guidelines .
• Tenure/class: Class I director; elected in 2024 to serve until the 2026 annual meeting under Virginia Director Vacancy Law .
• Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance (NCG) Committees; current committee compositions exclude Dr. Shrank (Audit: Brown, Kelly, Semmelbauer; Compensation: Altschuler, Bornstein; NCG: Brown, Semmelbauer) .
• Attendance: Board held nine meetings in fiscal 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
• Executive sessions: Independent directors hold executive sessions at least twice a year; Mr. Kelly presided in fiscal 2024 .

Fixed Compensation

• Policy: Standard annual compensation for non‑employee directors is $225,000 paid quarterly, 40% in cash and 60% in fully vested common stock or DSUs; Board Chair receives an additional $45,000 cash annually .
• Committee cash fees: Audit Committee member $10,000; Audit Chair +$12,500; Compensation and NCG Committee members $6,000 each; Compensation/NCG Chairs +$9,000, all payable quarterly .

• Equity conversion basis: For fiscal 2023–2024, director equity grants used a fixed stock price of $9.13 rather than quarterly average closing price, aligning methodology with executive awards for those years .
• Deferral elections: Dr. Shrank elected to defer all equity grants into fully vested DSUs in fiscal 2024 .

Performance Compensation

• Director equity awards are fully vested at grant and not subject to performance conditions; no options or performance-linked metrics are disclosed for non-employee director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• The Board cites Dr. Shrank’s experience as a senior executive and advisor across healthcare, with deep knowledge of care delivery, clinical strategies, governmental affairs, and healthcare policy; recognized thought leader in healthcare system transformation .
• Education: B.A. (Brown), M.D. (Cornell), M.S. in Health Services (UCLA) .

Equity Ownership

• Beneficial ownership: 20,795 shares (includes DSUs payable upon cessation of service or change in control within 60 days), representing less than 1% of WW common stock as of March 10, 2025 (80,192,014 shares outstanding) .
• DSUs: 17,099 fully vested DSUs held as of December 28, 2024; increased to 20,795 shares counted as DSUs/issuable in beneficial ownership table as of March 10, 2025 .
• Pledging: None of the shares held by directors or executive officers were pledged as security as of March 10, 2025 .
• Ownership guidelines: Non‑employee directors must hold equity valued at least $450,000; five years to attain; 100% retention of grants and DSU settlements until guideline met; transfer restrictions apply until service ends or guideline compliance is achieved .

Governance Assessment

• Alignment signals: Independent status; minimum 75% attendance; equity deferral into DSUs enhances long-term alignment; strong healthcare and policy expertise relevant to WW’s medical/weight management evolution .
• Compensation structure: Fixed cash/equity mix with no performance gates for directors; equity is fully vested and, for 2023–2024, based on a fixed $9.13 price—methodology consistency with executive awards but reduces variability; not a red flag per se, but investors should monitor whether the fixed-price practice persists beyond 2024 .
• Board role/engagement: Not serving on Board committees (Audit, Compensation, NCG) limits direct involvement in oversight levers; influence primarily via full Board deliberations; attendance expectations met at the Board level .
• Conflicts/related-party exposure: No related person transactions involving Dr. Shrank are disclosed; WW’s related-party section discusses Winfrey arrangements, with robust review/approval policy for any such transactions .
• Executive sessions and governance hygiene: Independent director executive sessions held at least twice annually; clear committee charters and use of independent compensation consultant (FW Cook) for management compensation oversight—indicative of governance rigor .

RED FLAGS to monitor:
• Absence of committee assignments (no current Audit/Comp/NCG membership) concentrates oversight elsewhere; consider future committee participation for direct accountability .
• Director equity determined at fixed price for 2023–2024; ensure reversion to market-based grant valuation to avoid unintended dilution or misalignment if sustained .