Photographer: Michael Nagle/Bloomberg

Oprah Is Weight Watchers' Best Paid, Most Absentee Director

  • Star investor collected $264,753 from company in pay last year
  • She attended fewer than 75 percent of the 10 board meetings

Oprah Winfrey collected the biggest compensation among the directors of Weight Watchers International Inc. last year, despite skipping several board gatherings and not attending the company’s annual meeting.

Winfrey, who agreed in 2015 to buy a stake in the weight-loss company and join its board, received $264,753 for her services last year, according to a regulatory filing Monday. That’s more than twice the amount given to the second-highest-paid director, Denis Kelly. Winfrey’s pay included a benefits-plan contribution tied to her promotional work for the company that no other director received.

Weight Watchers also disclosed that Winfrey was the sole director to attend fewer than 75 percent of the board’s 10 meetings in 2016. The 63-year-old also was a no-show at the Weight Watchers annual meeting, and Winfrey won’t attend this year’s shareholder meeting on May 9.

“Ms. Winfrey attended a majority of the 2016 board meetings,” New York-based Weight Watchers said in an emailed statement. “When unable to attend a meeting, Ms. Winfrey was able to be represented by a personal designee.”

In the filing, the board said it expects “directors to attend and participate in all meetings of the board of directors.” It didn’t provide an explanation for Winfrey’s absences other than “scheduling conflicts” during the company’s annual meetings.

Winfrey’s attendance falls below the standards set by proxy advisory firms, such as Institutional Shareholder Services Inc. and Glass Lewis & Co., which give guidance to shareholders on director elections. Both firms generally recommend withholding votes for directors who attend fewer than 75 percent of board and committee meetings, unless acceptable reasons for the absences are disclosed.

Controlled Entity

Still, there’s little risk of Winfrey losing her seat. The media magnate owns 14.7 percent of Weight Watchers, including a block of unexercised stock options. And she has a voting agreement with the company’s largest shareholder, Luxembourg-based Artal Group SA, which owns 46 percent of the shares. The arrangement qualifies the company as a controlled entity. Winfrey, whose term expires in 2018, is therefore all but certain to get support of a majority of the voting shares.

Winfrey, who has a net worth of $3.2 billion, sent Weight Watchers’ shares soaring when it was announced that she’d agreed to act as a spokeswoman for the brand. Since then, she’s buoyed the company’s volatile stock by discussing her weight loss on the program in tweets and television ads.

Absentee directors are rare. More than 98 percent of companies in the Russell 3000 Index that reported director attendance for their most recent fiscal year said directors attended at least three-fourths of all meetings, according to data compiled by Bloomberg. The survey excludes about 180 companies that didn’t report director attendance.

Winfrey’s compensation included $180,000 paid to the Screen Actors Guild-Producers Pension and Health Plans. She also received $37,528 in cash and $47,225 in stock for her services. Other directors got packages ranging from $86,404 to $106,404, consisting of stock and cash payments roughly equal to Winfrey’s.

— With assistance by Craig Giammona

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