Charlotte Guyman
About Charlotte Guyman
Charlotte Guyman (age 68) has served as an independent director of Berkshire Hathaway Inc. since 2003, following a senior operating career as a General Manager at Microsoft through July 1999; she is described as having financial expertise from serving as the former chairman of a major academic medical center . She is currently a director of the start-up Landings Holdings, a trustee of Lakeside School, and an advisor to the University of Washington’s Brotman Baty Institute of Precision Medicine . In 2024, Berkshire reports 100% attendance for all directors across Board and relevant committee meetings, indicating full participation and engagement by Guyman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | General Manager | Through July 1999 | Senior operating experience; technology and management background |
| Major Academic Medical Center (not named) | Chairman (former) | Not disclosed | Financial expertise noted by Berkshire |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Landings Holdings (start-up) | Director | Current | Early-stage company governance |
| Lakeside School | Trustee | Current | Non-profit education board oversight |
| UW Brotman Baty Institute of Precision Medicine | Advisor | Current | Health/precision medicine advisory role |
Board Governance
- Independence: Determined independent under SEC Item 407(a) and NYSE standards .
- Committee Assignments: Governance, Compensation and Nominating Committee member; appointed Chairperson (Feb 7, 2025) .
- Audit Committee: Not a member (Audit Committee members were Decker, Davis, Weitz, Witmer) .
- Attendance: Berkshire reports each director attended all Board and committee meetings in 2024 .
- Meeting Cadence: Board actions at one annual meeting and two special meetings in 2024; Independent directors met three times; Audit Committee held six meetings; Governance Committee met once .
- Lead Independent Director: Susan A. Decker serves as Lead Independent Director; Board limits selective shareholder communications outside the annual Q&A session, consistent with Berkshire culture .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Meeting fees (policy) | $900 per in-person meeting; $300 by telephone; Audit Committee members receive $1,000 quarterly; Directors reimbursed for out-of-pocket expenses |
| Director & Officer (D&O) insurance | Not provided to directors |
| Charlotte Guyman – Total fees (cash) | $2,700 |
Notes:
- No additional fees disclosed for Governance Committee membership or for serving as Chair of the Governance, Compensation and Nominating Committee .
- Berkshire’s director compensation is cash-only meeting-based; no equity grants are listed in the director compensation table .
Performance Compensation
| Component | 2024 |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors; compensation table shows cash fees only |
| Option awards | None disclosed for directors |
| Performance metrics tied to director pay | None; director pay is meeting-based |
| Clawbacks / change-of-control / severance for directors | Not disclosed in the proxy for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Guyman in the proxy |
| Committee interlocks | Governance Committee consists of independent directors (including Guyman); none have been Company officers; in 2024, no Berkshire executive officers served on boards/compensation committees of entities where a Berkshire director served as an executive officer |
Expertise & Qualifications
- Senior operating experience in technology (Microsoft General Manager) .
- Financial expertise noted via former chairmanship of a major academic medical center .
- Current advisory role in precision medicine (UW Brotman Baty Institute), indicating health and science governance exposure .
- Berkshire emphasizes “owner-oriented” directors with significant Berkshire share ownership relative to resources for at least three years (a core nomination attribute) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Respective Class | Aggregate Voting Power | Aggregate Economic Interest |
|---|---|---|---|---|---|
| Charlotte Guyman | 55 | 3,372 | * (<0.1%) | * | * |
Notes:
- “*” denotes less than 0.1% or not material, per Berkshire’s beneficial ownership table .
- Berkshire’s director nomination criteria value meaningful “skin-in-the-game” relative to resources .
- No pledging or hedging of Berkshire shares by Guyman is disclosed in the proxy; the proxy highlights related-person transaction review via the Audit Committee and lists a law-firm relationship pertaining to another director, not Guyman .
Insider Trades
| Period | Form 4 Trades Reported (Proxy) | Notes |
|---|---|---|
| 2024 | Not detailed in proxy; Company states all Section 16(a) filing requirements were complied with | No Form 4 transaction table provided in the proxy |
Governance Assessment
- Chair of Governance, Compensation and Nominating Committee: Guyman signed the CD&A inclusion report as Chairperson (Feb 7, 2025), placing her at the center of CEO pay policy and governance guideline oversight . Berkshire’s CEO pay program is atypical (Buffett fixed $100,000 salary; no equity; performance and stock price not used), and the Committee delegates compensation setting for Vice Chairmen and CFO to Buffett, signaling a unique governance model that relies heavily on CEO judgment .
- Engagement and Oversight Rhythm: Governance Committee met once in 2024 versus six meetings for the Audit Committee; Board recorded actions at one annual and two special meetings, and independent directors met three times—this cadence reflects Berkshire’s lean governance style and may be viewed as limited formal compensation oversight relative to peers, consistent with the company’s decentralized model .
- Independence and Attendance: Guyman is classified as independent and recorded 100% attendance across Board and relevant committee meetings, supporting strong baseline governance participation .
- Compensation Alignment: Director pay is minimal and cash-only ($2,700 for Guyman in 2024), with no D&O insurance and no equity grants, which reduces financial conflicts but may limit ownership-based alignment beyond personal shareholdings; Berkshire underscores owner-orientation via its nomination criteria rather than through equity compensation .
- Conflicts and Related-Party Exposure: No related-party transactions involving Guyman are disclosed; the proxy’s related-persons section describes Audit Committee procedures and a law-firm relationship for another director, not Guyman—no red flags specific to Guyman identified in the filing .
Signals affecting investor confidence:
- Positive: Independent status; 100% attendance; chairing the key governance/compensation committee; explicit owner-orientation in nominations; minimal cash-only director fees reduce pay-related conflicts .
- Watch items: Governance Committee met once in 2024, while Berkshire’s compensation philosophy is highly centralized around the CEO’s discretion; investors may monitor committee activity and the decentralization model’s impact on compensation oversight over time .