Susan Decker
About Susan Decker
Susan L. Decker, age 62, has served on Berkshire Hathaway’s Board since 2007 and is the Board’s Lead Independent Director and Chairperson of the Audit Committee; she is designated an “audit committee financial expert.” She is CEO and Founder of Raftr and previously served as President, head of the Advertiser & Publisher Group, and CFO at Yahoo! Inc.; prior to Yahoo!, she spent 14 years at Donaldson, Lufkin & Jenrette, is a CFA charterholder, and served on the Financial Accounting Standards Advisory Council (FASAC) from 2000–2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | President | Jun 2007 – Apr 2009 | Senior executive leadership at a global internet brand |
| Yahoo! Inc. | Head, Advertiser & Publisher Group | Dec 2006 – Jun 2007 | Oversaw advertiser/publisher business unit |
| Yahoo! Inc. | Chief Financial Officer | Jun 2000 – Jun 2007 | Financial leadership; public company CFO |
| Donaldson, Lufkin & Jenrette | Various (Equity research/finance) | ~14 years (pre-2000) | Former equity securities analyst; finance expertise |
| Financial Accounting Standards Advisory Council (FASAC) | Member | 2000 – 2004 | Accounting standard-setting advisory role |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Costco Wholesale Corporation | Director | Current | Public company directorship |
| Vail Resorts, Inc. | Director | Current | Public company directorship |
| Chime | Director | Current | Private company |
| Automattic | Director | Current | Private company |
| Vox Media | Director | Current | Private company |
| Raftr | CEO & Founder | Current | Community experience platform |
Board Governance
- Independence: The Governance, Compensation & Nominating Committee (GCN) determined Susan Decker is independent under SEC and NYSE standards .
- Roles: Lead Independent Director; Audit Committee Chairperson; designated “audit committee financial expert” .
- Attendance & Engagement: Each director attended all Board and applicable Committee meetings in 2024; independent directors held three meetings; Audit Committee met six times .
- Audit Committee scope: Oversees financial statement integrity, compliance, auditor independence; selects the independent auditor .
- Shareholder communications: Berkshire limits Board communications to the annual Q&A session; the Lead Independent Director does not represent the Board in external communications; she provides recommendations on director candidates and Board size/composition for succession scenarios .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Meeting fee rates (cash) | $900 per in-person; $300 per telephonic | $900 per in-person; $300 per telephonic |
| Audit Committee fee (cash) | $1,000 per quarter | $1,000 per quarter |
| D&O insurance provided? | No | No |
| Total cash paid to Susan L. Decker | $6,700 | $6,700 |
Berkshire discloses director compensation as cash fees only; no annual equity retainers, option grants, or meeting retainers beyond the per‑meeting and quarterly Audit Committee fees are disclosed for directors .
Performance Compensation
| Component | 2024 Disclosure | Metrics/Terms |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed in director compensation table | N/A |
| Option awards | None disclosed in director compensation table | N/A |
| Bonuses/Performance cash | None disclosed for directors | N/A |
| Performance metrics tied to pay | Not applicable for directors at Berkshire | N/A |
| Clawback/COC provisions for directors | Not disclosed for directors | N/A |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Notes |
|---|---|---|---|
| Costco Wholesale Corporation | Public | Director | Public directorship disclosed; no Berkshire-related transaction noted in proxy |
| Vail Resorts, Inc. | Public | Director | Public directorship disclosed; no Berkshire-related transaction noted in proxy |
| Chime; Automattic; Vox Media | Private | Director | Private boards disclosed; proxy does not note related-party transactions with Berkshire |
Governance Committee Interlocks: Berkshire disclosed no compensation committee interlocks or insider participation involving its executive officers in 2024; the GCN Committee members are independent and do not include Decker .
Expertise & Qualifications
- Audit committee financial expert; CFA charterholder .
- Public company CFO experience (Yahoo); senior operating leadership (President) .
- Accounting standards advisory experience (FASAC 2000–2004) .
- Technology/media operating and board experience (Yahoo, Automattic, Vox Media) and consumer/retail exposure (Costco, Vail) .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | As-of |
|---|---|---|---|---|
| Susan L. Decker | Class A | — | — | Mar 5, 2025 |
| Susan L. Decker | Class B | 3,125 | <0.1% | Mar 5, 2025 |
- Aggregate voting/economic interest: Individual percentages for Decker are below 0.1%; proxy provides aggregate group totals separately .
- Pledging/Hedging: No pledging or hedging by Decker disclosed in the proxy .
- Ownership guidelines: Berkshire does not disclose formal numeric director stock ownership guidelines; GCN seeks nominees with “significant investment in Berkshire shares relative to their resources” (at least three years) .
Governance Assessment
-
Strengths
- Independent status; Lead Independent Director; Audit Chair with “financial expert” designation—signals robust financial oversight and governance standing .
- Full attendance and high committee activity (six Audit meetings; three independent director sessions) indicate strong engagement .
- Director pay is modest and fee‑based; no equity grants or insurance—limits potential pay‑related conflicts and aligns with Berkshire’s governance culture .
-
Potential Watchpoints
- The Board’s communication policy centralizes shareholder engagement in the annual Q&A; Lead Independent Director does not represent the Board externally—investors may prefer broader outreach mechanisms .
- Multiple external board roles (Costco, Vail, Chime, Automattic, Vox Media) raise typical time‑commitment considerations; Berkshire’s proxy does not flag conflicts or related‑party transactions tied to Decker .
- No disclosed performance‑linked director compensation—consistent with Berkshire’s approach but provides limited pay‑for‑performance signaling at the director level .
Appendix: Key Board/Committee Facts (2024)
- Audit Committee: Members—Susan L. Decker (Chairperson), Christopher C. Davis, Wallace R. Weitz, Meryl B. Witmer; held six meetings .
- Independent Directors: Held three meetings .
- Governance, Compensation & Nominating Committee: Members—Stephen B. Burke, Kenneth I. Chenault, Charlotte Guyman, Thomas S. Murphy, Jr.; one meeting; independent .
- Election & Tenure: 13‑member Board elected annually; directors serve until a successor is elected and qualified; age‑based reelection limits amended in 2024 .