Meryl Witmer
About Meryl B. Witmer
Meryl B. Witmer, age 63, has served as an independent director of Berkshire Hathaway Inc. since 2013; she is a managing member of the general partner of Eagle Capital Partners, L.P., and previously was a general partner at Buchanan Parker Asset Management, which managed Emerald Partners L.P. from 1989 through the end of 2000 . She is classified as independent under SEC and NYSE standards, and in 2024 attended all Board and committee meetings of the committees on which she served, evidencing full engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buchanan Parker Asset Management (manager of Emerald Partners L.P.) | General Partner | 1989–2000 | Investment partnership leadership; fund management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eagle Capital Partners, L.P. | Managing member of the General Partner | More than the past five years | Investment fund management; emphasizes financial expertise |
Board Governance
- Committee assignments: Audit Committee member (2024 committee comprised of Susan L. Decker [Chair], Christopher C. Davis, Wallace R. Weitz, and Meryl B. Witmer) .
- Independence: Determined independent by the Governance Committee pursuant to Item 407(a) of Regulation S‑K and NYSE standards .
- Attendance and engagement: Each director attended all Board and committee meetings on which they served in 2024; the Board met once at the Annual Meeting of Directors and held two special meetings; independent directors held three meetings in 2024 .
- Audit Committee workload and remit: Six meetings in 2024; oversight of financial statements, legal/regulatory compliance, qualifications and independence of auditors, and internal audit; selects independent public accountants; all members met SEC/NYSE independence criteria; Decker designated “audit committee financial expert” .
- Lead Independent Director: Susan A. Decker; responsibilities include governance recommendations and succession-related input; Berkshire emphasizes centralized Q&A with shareholders and does not routinely communicate selectively outside the annual Q&A session .
- Risk oversight: Full Board oversight; Audit Committee discusses risk assessment and management policies; Warren E. Buffett serves as chief risk officer .
- Director compensation policy unique features: No D&O insurance; cash-only compensation structure; reimbursement of out-of-pocket meeting expenses .
Fixed Compensation
| Component | Policy Details | 2024 Amount (USD) | Notes |
|---|---|---|---|
| Board/Committee meeting fees | $900 per in-person meeting; $300 per telephonic meeting | Included in total | Applies to directors not employees or spouses of employees |
| Audit Committee retainer | $1,000 per quarter | Included in total | Quarterly fee for Audit Committee service |
| Out-of-pocket reimbursements | Reimbursed | N/A | Policy states reimbursement; amounts not itemized per director |
| Directors and Officers insurance | Not provided | N/A | Company does not provide D&O insurance |
| Total fees earned (M. Witmer) | Cash-only | $6,700 | 2024 director compensation table |
Interpretation note: Witmer’s $6,700 total reflects the disclosed fee structure; the proxy does not break out in-person vs telephonic attendance per meeting for individual directors .
Performance Compensation
- Equity awards (RSUs/PSUs/options): None disclosed for directors; director compensation is cash-only with meeting and Audit Committee fees; no equity grants or options appear in the director compensation table .
- Performance metrics tied to compensation: Not applicable for directors; Berkshire states a general policy that it never intends to use Berkshire stock in compensating employees (executive policy), and no director equity awards or performance pay are disclosed .
- Clawbacks, change-of-control, severance, gross-ups: Not disclosed for directors in the proxy materials; Berkshire’s director pay is limited to cash fees .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Witmer in Berkshire’s 2025 proxy . |
Expertise & Qualifications
- Board qualifications: “Experience and financial expertise as a manager of an investment fund” .
- Financial oversight capability: Serves on Audit Committee (six meetings in 2024) contributing to oversight of reporting, controls, and auditor independence .
- Lead independent oversight context: While Decker is designated financial expert and lead independent director, Witmer operates within a Board structure emphasizing high integrity, business savvy, and an owner‑oriented attitude with a significant Berkshire share investment relative to resources .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Voting Power % (Agg.) | Economic Interest % (Agg.) | Notes |
|---|---|---|---|---|---|
| Class A | 11 | <0.1% | — | — | Includes 8 A shares where she is a trustee but disclaims beneficial interest; does not include 2 A shares owned by her husband |
| Class B | 2,000 | <0.1% | — | — | No pledging disclosed; beneficial owners exercise sole voting and investment power unless otherwise stated |
Ownership alignment: Berkshire’s Governance Committee seeks directors with a “significant investment in Berkshire shares relative to their resources for at least three years,” reinforcing owner‑orientation over equity grants .
Governance Assessment
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Strengths:
- Independence affirmed; no related‑party transactions disclosed involving Witmer; Audit Committee service supports financial oversight credibility .
- 2024 attendance was 100% for Board and committee meetings; Audit Committee met six times, indicating active oversight cadence .
- Cash‑only director compensation avoids equity‑based conflicts and dilution; modest absolute fees ($6,700) suggest low risk of pay‑driven misalignment; no D&O insurance signals a culture of director accountability, though uncommon .
- Ownership expectation embedded in nomination criteria emphasizes long‑term alignment with shareholders .
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Potential concerns and monitoring items:
- As an investment fund manager (Eagle Capital Partners), Witmer’s external role warrants routine monitoring for potential trading or investment conflicts, though none are disclosed; Berkshire’s Audit Committee charter requires approval/ratification of related‑party transactions and none involving Witmer were reported .
- No disclosure of director‑level equity ownership guidelines beyond nomination attributes; while ownership exists (11 A and 2,000 B), it is not material to voting power, and Berkshire does not provide D&O insurance, which may deter some director candidates though aligned with Berkshire’s governance culture .
- Financial expert designation resides with Decker; continued calibration of Audit Committee expertise composition is prudent given Berkshire’s scale and complexity .
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RED FLAGS: None identified specific to Witmer in the 2025 proxy. No pledging, no related‑party transactions, and full attendance were disclosed .