Teri Williams
About Teri Williams
Teri Williams (age 67) is a Class I independent director of CCC Intelligent Solutions, serving since July 30, 2021; her current term expires in fiscal 2025 and she is nominated for a term ending in fiscal 2028 . She is President, COO, owner, and a director of OneUnited Bank (since 1995), and previously held roles at Bank of America and as a Vice President at American Express; she holds a BA in Economics from Brown University and an MBA from Harvard Business School . Williams is designated an Audit Committee Financial Expert and serves on two CCC board committees (Audit; Nominating & Corporate Governance), reflecting deep financial and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | Vice President | Not disclosed | Financial services operating leadership |
| Bank of America | Various positions | Not disclosed | Banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneUnited Bank | President, COO, owner; Director | Since 1995 | Executive leadership and board role |
| Black Economic Council of Massachusetts | Chair Emeritus | Not disclosed | Community/economic development governance |
| Partnership for Miami | Board member | Not disclosed | Community engagement |
| 79th Street Corridor Initiative (Miami) | Board member | Not disclosed | Community revitalization |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee Financial Expert) and Nominating & Corporate Governance Committee member; not a committee chair .
- Independence: All Audit and Nominating & Corporate Governance Committee members are independent under Nasdaq and applicable SEC rules .
- Attendance: In fiscal 2024, each director (other than Christopher Egan) attended at least 75% of Board and committee meetings; the Board met 8 times, the Audit Committee 7, HCCC 5, and NCGC 3 .
- Board leadership: CCC combines Chair and CEO roles; Eric Wei serves as presiding director to provide independent leadership when needed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | $15,000 per quarter for eligible non-employee directors |
| Committee chair fees (cash) | $0 | CCC compensates committee chairs via equity RSUs, not cash |
| Meeting fees | $0 | Not disclosed; policy specifies retainers and annual RSUs |
| Other cash fees | $0 | Not disclosed |
Performance Compensation
| Component | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (Board service) | $250,006 | Vests on earlier of 1st anniversary or next annual meeting, subject to continued service | Standard director equity; Williams received $250,006 in 2024 |
| Committee chair RSU (if chair) | $0 | Same vesting as above | Not applicable to Williams (not a chair) |
Performance metrics for director compensation are not used; director equity grants are time-based RSUs. For pay-for-performance oversight of executives, the Board used 2024 AIP metrics: revenue (60% weighting) and adjusted EBITDA (40%), with actual Company performance certified at 74.8% of target .
Executive Pay Metrics (Board Oversight Context)
| Metric | Weight | Threshold (30% payout) | Target (100% payout) | Maximum (200% payout) | Actual |
|---|---|---|---|---|---|
| Revenue (ex-China) | 60% | $919.7M | $952.4M | $1,045.3M | $938.0M |
| Adjusted EBITDA (ex-China; bonus-adjusted) | 40% | $414.7M | $438.9M | $490.3M | $423.1M |
Other Directorships & Interlocks
- No other public company directorships disclosed for Williams; current external roles are OneUnited Bank and multiple non-profit boards .
- Related-party transactions: None >$120,000 in fiscal 2024 involving directors or their immediate families; Audit Committee pre-approves any related party transactions per policy .
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; extensive banking/financial services leadership .
- Governance expertise: Active roles on NCGC overseeing Corporate Governance Guidelines, annual board evaluations, and ESG programs .
- Education: BA Economics (Brown), MBA (Harvard Business School) .
- Diversity: Female; African American, as per board skills matrix .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 211,778 | As of April 1, 2025; <1% of shares outstanding |
| RSUs outstanding (12/31/2024) | 21,423 | Director RSUs vest at next annual meeting or first anniversary |
| Options outstanding (12/31/2024) | 170,275 | Legacy options held; no new options granted in 2024 |
| Ownership guidelines | 3x annual cash fees | Applies to non-employee directors; expected compliance within 5 years from Jan 1, 2023 |
| Compliance status | Exceeds | Based on 211,778 shares and $11.73 closing price on 12/31/2024; 3x cash fee = $180,000; holdings exceed guideline |
| Hedging/pledging | Prohibited without pre-approval | Company policy forbids hedging and pledging without pre-approval |
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert status; active on Audit and NCGC; robust anti-hedging/pledging and clawback policies; clear related-party transaction guardrails; director compensation heavily equity-based, supporting alignment .
- Attendance/engagement: ≥75% meeting attendance in 2024, board and committees; ongoing shareholder engagement following 68% say-on-pay vote in 2024 indicates responsiveness .
- Alignment: Meaningful personal share ownership and outstanding RSUs; director ownership guidelines in place and met/exceeded .
- Watchpoints/RED FLAGS:
- Say-on-pay support of ~68% in 2024 is moderate; Board conducted targeted outreach and reviewed program, which mitigates risk by demonstrating engagement .
- Combined Chair/CEO structure persists; presence of a presiding director provides some independent counterbalance .
- TSR-based PSU modifications in 2023 (for NEOs) drew investor comments; certifications in 2025 yielded 100% payout for 2021 TSR PSUs and 85.61% for 2022 revenue CAGR PSUs; continue monitoring incentive design rigor .
Director Compensation (Detail)
| Component | 2024 Amount | Vesting/Terms |
|---|---|---|
| Cash fees | $60,000 | $15,000 per quarter |
| Stock awards (RSUs) | $250,006 | Fully vests on earlier of first anniversary or next annual meeting, subject to continued service |
| Options granted (2024) | $0 | No options granted to non-employee directors in 2024 |
| Total | $310,006 | Sum of cash and RSUs |
Committees (Composition Snapshot)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | William Ingram (Chair), Neil de Crescenzo, Teri Williams | William Ingram | All independent; Williams is an Audit Committee Financial Expert |
| Human Capital & Compensation (HCCC) | Eileen Schloss (Chair), William Ingram, Eric Wei | Eileen Schloss | All independent |
| Nominating & Corporate Governance (NCGC) | Eric Wei (Chair), Teri Williams, Lauren Young | Eric Wei | All independent; oversees governance and ESG programs |
Shareholder Feedback and Say‑on‑Pay
- 2024 say‑on‑pay approval: Approximately 68% support; Board (HCCC Chair and leadership) engaged top institutional holders (~42% of outstanding shares excluding Advent Investor) to gather feedback; no immediate plan design changes for 2025 but continued evaluation committed .
Related Party Transactions and Conflicts
- Policy requires Audit Committee approval for related party transactions; no transactions >$120,000 in fiscal 2024 involving directors or 5% holders and immediate families .
- Indemnification in place for directors/officers per Delaware law and company agreements; standard governance protection .
Risk Controls
- Anti‑hedging/pledging: Prohibited without pre-approval; designed to preserve alignment .
- Clawback: Complies with Nasdaq Rule 5608 and Exchange Act 10D; recovers excess incentive-based compensation upon restatement .
Insider Trades
- No Form 4 insider trading data is disclosed in the proxy; not available in the provided documents .