Denise Williams
Alight, Inc. / DelawareAbout Denise Williams
Denise Williams (age 64) is an independent director at Alight, Inc. (ALIT) serving since 2023; she sits on the Audit and Compensation Committees. She was Chief People Officer at Fidelity National Information Services (FIS) from April 2016 to December 2024 and previously held senior HR roles at IBM; earlier HR roles included AllianceBernstein, First Data, Avis, and Coopers & Lybrand. She holds a bachelor’s degree from SUNY Albany and is a member of the Human Resources Policy Association and the Center on Executive Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | Chief People Officer | Apr 2016 – Dec 2024 | Led global HR for large public fintech |
| IBM | VP, HR North America; Director HR – Global Hardware Sales; Director HR – WebSphere; Program Manager, Executive Compensation & Succession | 2001 – 2016 (roles spanning 2001–2016) | Senior HR leadership in multiple divisions |
| AllianceBernstein; First Data; Avis; Coopers & Lybrand | HR roles | Prior to 2001 | Early HR career across financial services and consumer sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Human Resources Policy Association | Member | Current | Professional association |
| Center on Executive Compensation | Member | Current | Compensation policy network |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committee memberships: Audit (member); Compensation (member). 2024 committees: Compensation; 2025 committees: Audit and Compensation .
- Independence: Board affirmed Ms. Williams meets NYSE independence standards; all standing committees fully independent .
- Attendance: In 2024 she attended 71% of Board and committee meetings during her tenure, below the 75% guideline, due to conflicting professional obligations amid high meeting volume (Board 31 meetings; Audit 8; Compensation 7; NCG 7) .
- Tenure/class: Class III director; appointed 2023; current term expires at the 2027 annual meeting .
- Board leadership: Non-executive Chair; no Lead Director currently; regular executive sessions .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash fees (retainer + committee) | $67,660 | $79,983 | Cash paid quarterly; directors may elect shares instead of cash |
| Annual equity (RSUs, grant-date fair value) | $149,992 | $150,000 | Director RSUs time-vest after one year |
| Total | $217,652 | $229,983 | |
| Program terms (Board-wide) | Chair cash retainer $300,000 (as of Q1 2025); board member cash $70,000; equity $150,000 (F2024). From Q2 2025: Chair cash $200,000 + equity $200,000; board member cash $85,000; equity $200,000 . |
- Ownership guidelines: 5x retainer for non-employee directors; 10x for Chair; retain 100% of after-tax shares until in compliance; 5-year window to comply; directors receive majority of compensation in RSUs .
Performance Compensation
| Element | Design | Metrics | Payout Mechanics |
|---|---|---|---|
| Director equity grants | Time-vested RSUs | None (no performance conditions for director RSUs) | Vest on first anniversary of grant date, subject to continued service; change-in-control and certain involuntary termination protections apply |
| Stock option/PSU awards to directors | Not used | — | None disclosed for non-employee directors |
Other Directorships & Interlocks
- Designation history: Ms. Williams was originally a joint designee to the Board pursuant to the Investor Rights Agreement (IRA), which grants Sponsor Investors ongoing director designation rights; Board later confirmed her nomination based on qualifications independent of IRA requirements . The IRA still provides Sponsor Investors director designation and CEO-seat consent rights based on ownership thresholds .
Expertise & Qualifications
- 25+ years senior HR leadership across fintech and technology; strong People & Culture, strategic planning, corporate governance, and industry experience aligned to Alight’s business .
- Audit-related financial literacy expectation met at committee level; Audit Committee includes two SEC-defined financial experts (chair and another member) .
Equity Ownership
| Holder | Shares (Class A) | % of Class A | As-of Date |
|---|---|---|---|
| Denise Williams | 24,167 | <1% | Jun 3, 2024 |
| Denise Williams | 50,521 | <1% | Apr 7, 2025 |
- Cash retainer election: Ms. Williams elected to receive 75% of her pro-rated 2024 cash retainer in unrestricted ALIT shares; remainder in cash .
- Pledging/hedging: Company disallows pledging and hedging of shares; supports alignment .
Governance Assessment
- Strengths: Independent director with deep HR domain expertise; serves on two key committees (Audit and Compensation), supporting board oversight of talent, pay, and controls . Ownership guidelines, clawback policy, and prohibition of pledging/hedging reinforce alignment with shareholders .
- Weaknesses/RED FLAGS: Attendance shortfall (71% in 2024) vs 75% standard; though attributed to conflicting obligations in a compressed high-volume meeting period, this is a governance concern for engagement and effectiveness. Action: monitor 2025 attendance improvements and committee workload allocation . Sponsor Investors retain director designation and consent rights under IRA, which can concentrate influence; while independence is affirmed, this structural dynamic warrants continued monitoring of board processes and independence in practice .
- Shareholder signals: Strong say-on-pay approvals (2023: ~98%; 2024: >95%), indicating investor support for broader compensation governance; maintain engagement to sustain confidence .
Related Party & Conflicts Summary
- No Denise-specific related-party transactions disclosed. Company maintains robust related-party policy with Audit Committee oversight, abstention protocols, and pre-approval practices for ordinary-course transactions involving significant holders’ portfolio companies . 2024 RPT examples involve entities affiliated with other directors/executives (e.g., Foley, Scholl), conducted at arm’s length; none attributed to Ms. Williams .
Compensation Committee Analysis
- Composition (2025): Chair Richard N. Massey; members include Michael E. Hayes, Kausik Rajgopal, Coretha M. Rushing, Robert A. Schriesheim, and Denise Williams; all independent per NYSE rules .
- Practices: Use of independent compensation consultant; clawback policy; ownership guidelines; majority of executive pay at-risk; no pledging/hedging; no discounted options .
Say-on-Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2023 | >98% of votes cast approved |
| 2024 | >95% of votes cast approved |
These outcomes indicate strong investor support for compensation governance at ALIT.
Implications for Investors
- Denise Williams brings valuable HR oversight to Audit and Compensation, enhancing board capability in talent, pay design, and controls; independence is affirmed. However, the 2024 attendance shortfall is a notable engagement risk; sustained improvement in 2025/2026 will be an important confidence signal. The Sponsor Investors’ designation rights persist under the IRA, so ongoing scrutiny of board independence and governance processes remains prudent .