William Gerber
About William J. Gerber
Independent director of CaliberCos Inc. (CWD) since May 2023; age 67. Former EVP and CFO of TD Ameritrade (2006–2015), now a consultant (since Oct 2015). B.B.A. in Accounting (University of Michigan) and licensed CPA (Michigan). Serves on CWD’s Audit, Compensation, and Nominating & Corporate Governance Committees, chairing the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Ameritrade Holding Corp. (Nasdaq: AMTD) | EVP (from May 2007) & CFO | Oct 2006 – Oct 2015 | Oversaw IR, BD, treasury functions, accounting, FP&A, reporting, tax, competitive intelligence; evaluated M&A 1999–2006 as Managing Director of Finance |
| TD Ameritrade | Managing Director of Finance | May 1999 – Oct 2006 | Significant role in evaluating M&A opportunities |
| Acceptance Insurance Companies, Inc. | Vice President | Prior to May 1999 | M&A, IB activities, banking relationships, investor communications, portfolio mgmt |
| Coopers & Lybrand (PwC) | Audit Manager | 8 years (dates not specified) | Focus on public company clients |
| Consultant | Independent consultant | Since Oct 2015 | Advisory/consulting activities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwestern Mutual Series Fund | Director | Since Jan 2017 | Mutual fund board |
| U.S. holding company for Royal Bank of Canada | Director | Since Jul 2016 | Financial services oversight |
| Streck, Inc. (private) | Director | Since Mar 2015 | Privately held company |
| Boys Town National Board of Trustees | Trustee | Not disclosed | Non-profit board service |
Board Governance
- Independence: Board determined Mr. Gerber is independent under Nasdaq standards; CWD is a “controlled company” but did not avail itself of the majority-independence exemption for the 2025 director election .
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Attendance: During 2024, the Board held 4 meetings and each committee held 4; every director attended at least 75% of the aggregate Board/committee meetings during their service period .
- Board leadership: CEO also serves as Chair; risk oversight responsibilities allocated across Board and committees .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Retainer for Board/committee service in 2024 |
| Meeting fees | — | Not disclosed/none stated beyond retainer |
| Committee chair/membership fees | — | Not disclosed beyond retainer |
Performance Compensation (Non-Employee Director – FY2024)
| Equity Instrument | Grant-Date Fair Value | Vesting/Terms | Source |
|---|---|---|---|
| Stock options | $110,006 | Vesting schedule/strike not disclosed in proxy director comp table |
2024 total director compensation reported for Mr. Gerber: $185,006 (cash $75,000 + option awards $110,006) .
Other Directorships & Interlocks
- Current other directorships listed above; no public company compensation committee interlocks disclosed: “None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees,” and no executive officer interlocks with other companies’ boards/comp committees in the past fiscal year .
Expertise & Qualifications
- Former large-cap public company CFO with extensive capital markets, M&A, FP&A, external/internal reporting, and investor relations leadership .
- CPA (Michigan) and audit background (Coopers & Lybrand/PwC, eight years, public company focus) .
- Committee leadership experience (chairs Nominating & Corporate Governance at CWD) .
- Recognitions: Institutional Investor All-America Executive Team (Top 3 CFO, 2012–2013); CNBC CFO Council (2013–2014) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (Class A) | 11,166 shares (includes options exercisable within 60 days) |
| Percent of Class A outstanding | 1.1% |
| Class B holdings | None |
| Total voting power | <1% (denoted “*” in table) |
| Breakdown (per footnote) | Includes 651 Class A shares and 10,515 fully vested and exercisable stock options |
| Hedging/pledging | Company policy prohibits short sales, derivatives/hedging, and pledging/margining of CWD securities by directors/officers/employees |
Governance Assessment
-
Strengths
- Independent director with deep financial acumen; sits on Audit and Compensation Committees and chairs Nominating & Corporate Governance—positive for board effectiveness and oversight .
- Equity alignment via option awards (2024 grant-date fair value $110,006) alongside cash retainer, which supports long-term alignment with shareholders .
- Section 16 compliance: company states directors/officers complied in 2024 except for specified individuals (Gerber not named among exceptions) .
- Prohibitions on hedging and pledging enhance alignment and reduce collateral-related risk .
-
Watch items / contextual risks
- Controlled company with dual-class voting; although CWD did not elect the Nasdaq controlled-company exemption for 2025, concentrated voting power can limit minority shareholder influence .
- CEO/Chair roles combined; while permissible, investors often monitor counterbalancing mechanisms (committee independence is present) .
-
Conflicts/Related-Party Exposure
- Audit Committee reviews related-person transactions; the proxy states no currently proposed transactions where a related party has a direct/indirect financial interest exceeding $120,000 .
-
Attendance/Engagement
- At least 75% attendance threshold met; Board and each committee met four times in 2024 .
Overall: Gerber’s profile (former public-company CFO, CPA) and roles (Nominating chair; Audit/Comp member) indicate strong governance credentials. The company’s controlled structure and combined CEO/Chair role warrant ongoing monitoring, but committee independence, anti-hedging/pledging policies, and director equity participation are positive alignment signals .