Oprah best paid, most absentee board member

NEW YORK • 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 US$264,753 for her services last year, according to a regulatory filing Monday. That’s more than twice the amount given to the second-highestpaid director, Denis Kelly.

Weight Watchers also disclosed that Winfrey was the sole director to attend fewer than 75 per cent 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.

“We expect directors to attend and participate in all meetings of the board of directors,” the board wrote in the filing, which didn’t provide an explanation for Winfrey’s absences other than “scheduling conflicts” during the annual meetings.

Weight Watchers, based in New York, didn’t have an immediate comment beyond the filing.

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 Oprah Winfrey attend fewer than 75 per cent of board and committee meetings, unless acceptable reasons for the absences are disclosed.

Still, there’s little risk of Winfrey losing her seat. The media magnate owns 14.7 per cent 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, which owns 46 per cent 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 US$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 per cent 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.