Second helpings at Weight Watchers…

March 12, 2012

Anyone who has tallied food points, calories, or carbs in the name of weight management knows what it’s like to eat something that seemed healthy enough, only to find out later that it was laden with stealthy grams of fat or sugar.

We found the SEC-filing equivalent of that experience in an 8-K that Weight Watchers, Inc. (WTW) filed late last Friday afternoon at 4:40 p.m., during the window of time after the market closed, but before EDGAR stopped accepting document submissions for the day.

The filling in the filing has few ingredients – just these 62 words:

“On March 6, 2012, the Compensation and Benefits Committee of the Board of Directors (the —Compensation Committee) approved the following material modifications to the compensation arrangement of David P. Kirchhoff, President and Chief Executive Officer: (i) new base salary of $1,000,000 per annum effective April 1, 2012 and (ii) new annual target bonus percentage of 100% of fiscal year base salary beginning in fiscal year 2012.”

It’s only when we looked further – and in this case, that meant going to the proxy that Weight Watchers filed in April, 2011 – that we learned that the 8-K was laden with as much sweet stuff as the dessert bar in a swanky hotel restaurant.

Prior to the raise that the Board of Directors dished up on March 6, Kirchhoff had earned a base salary of $750,000, a big part of his $2.41 million in total compensation. But the boost to a $1 million base salary gave him a boost of nearly 34%, and that’s not the only generous raise that he has gotten recently. Last year’s proxy disclosed that his salary rose from $675,000 to $750,000 on April 1, 2010. Thus, in 2 years, that’s a raise of more than 48%. And that’s just the base salary component of his compensation; he also got stock awards, stock options, and non-equity incentive compensation (translation: bonus) worth more than $1.56 million in fiscal 2010.

Last week the board also gave Kirchhoff a boost to his target bonus percentage from 75% to 100% of his base salary. And since both the bonus target and the base salary rose simultaneously, his old target of $562,500 is now a new target of $1 million.

Of course, Kirchhoff has been around Weight Watchers for a while now. He originally joined the company in 2000, starting as a senior vice president of strategy and business development, and ending as CFO of Weight Watchers.com when he left in 2003. He later rejoined the company in June, 2004 and was promoted to president and chief executive in December, 2006.

The company performed well in the 4th quarter of FY 2011, and the stock price is up about 29% compared to a year ago. Thus, shareholders of the controlled company might not begrudge Kirchhoff’s rich new compensation terms – at least, for as long as Weight Watchers’ financial results remain fat and happy.

Image source: Beautifully decorated party, via Shutterstock

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