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William Goodyear

Director at Enova InternationalEnova International
Board

About William M. Goodyear

Independent director at Enova International since October 1, 2014; age 76. Former CEO and Executive Chairman of Navigant Consulting, and former Chairman/CEO of Bank of America Illinois and President of Bank of America Global Private Bank. MBA with Honors from Dartmouth’s Tuck School and BA with Honors from University of Notre Dame; recognized audit and finance expertise with global banking and regulatory experience . The Board has determined he is independent under NYSE standards and an “audit committee financial expert” .

Past Roles

OrganizationRoleTenureCommittees/Impact
Navigant Consulting, Inc.CEO; Executive Chairman; DirectorCEO: May 2000–Mar 2012; Exec Chair: 2000–Apr 2014; Director: 1999–May 2014Led specialized global consulting firm; governance and financial controls experience
Bank of America IllinoisChairman & CEOPre-1999 (dates not fully specified)Led state bank; also President of Bank of America’s Global Private Bank
Continental Bank (later Bank of America)Various leadership roles; Director/Vice ChairDirector: 1991–1994; London-based leader for EMEA/Asia operationsCorporate finance/lending/trading; international oversight

External Roles

OrganizationRoleTenureCommittees/Impact
Ardent Health Partners, Inc. (NYSE: ARDT)Director; Audit Committee ChairCurrentChairs Audit; external audit oversight and controls
Exterran CorporationLead Independent Director; Audit ChairApr 2013–Oct 2022Oversaw audit through acquisition by Enerflex
Museum of Science and Industry (Chicago)Emeriti Trustee; past Executive Committee memberCurrentNon-profit governance
University of Notre DameEmeriti TrusteeCurrentInstitutional governance
Rush University Medical CenterEmeriti Trustee; past Vice-Chair; Exec Committee Chair; past Finance ChairCurrentHealthcare governance and finance oversight

Board Governance

  • Committee assignments: Audit Committee member (chair: Ellen Carnahan); other members include Lindsay Corby, Mark McGowan .
  • Independence: Board determined Goodyear and 8 of 10 directors are independent; Audit and Compensation Committees meet heightened independence standards .
  • Expertise: Designated “audit committee financial expert,” meeting NYSE financial sophistication .
  • Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
  • Executive sessions: Held at least with each regular Board meeting; lead independent director presides .
  • Risk oversight: Audit Committee oversees enterprise, regulatory compliance, and cybersecurity risks; Compensation Committee oversees comp risk; Nominating Committee oversees independence and related person transactions .

Fixed Compensation

Metric20232024
Fees Earned or Paid in Cash ($)$75,000 $87,500
Committee/Lead fees included in cashNot applicable (no chair roles disclosed) Not applicable (no chair roles disclosed)
All Other Compensation ($)$5,188 (travel/entertainment) $2,196 (travel reimbursements)
Total Cash + Other ($)$80,188 $89,696

Performance Compensation

Equity Award Detail20232024
Annual RSU grant (units)3,477 RSUs 2,754 RSUs
Grant dateMay 10, 2023 May 8, 2024
Grant fair value ($)$148,225 $172,400
Valuation basis45-day avg price $44.57; accounting at prior close $42.63 45-day avg price $61.71; accounting at prior close $62.60
Vesting100% after 12 months 100% after 12 months
Change-in-controlUnvested RSUs automatically vest on change-in-control prior to service end Unvested RSUs automatically vest on change-in-control prior to service end

Other Directorships & Interlocks

  • Current public board: Ardent Health Partners (Audit Chair) .
  • Prior public boards: Exterran (Lead Independent; Audit Chair); Navigant (Executive Chairman; Director) .
  • No Compensation Committee interlocks disclosed for ENVA’s Compensation Committee; Nominating Committee reviews related person transactions (reduces conflict risk) .

Expertise & Qualifications

  • Finance and banking leadership; global regulatory knowledge; extensive audit oversight experience (audit committee financial expert) .
  • Prior CEO/Chair roles provide executive leadership and strategic governance depth .
  • International operations management (EMEA/Asia) and capital markets exposure .

Equity Ownership

Ownership Metric2024 (as of Mar 15, 2024)2025 (as of Mar 21, 2025)
Beneficial ownership (shares)75,652 78,406
Ownership % of outstanding<1% <1%
Unvested RSUs scheduled to vest within 60 days3,477 2,754
Trust holdings4,000 shares in revocable trust 4,000 shares in revocable trust
Pledging/margin statusNone pledged; company policy prohibits pledging/margin/hedging

Governance Assessment

  • Strengths

    • Independence and audit committee financial expertise; sits on ENVA’s Audit Committee overseeing enterprise, regulatory, and cybersecurity risks .
    • Consistent engagement (≥75% attendance) and participation in executive sessions; established lead independent director structure .
    • Stock ownership guidelines for directors at 5× annual retainer; directors comply or are within the timeframe; prohibition on hedging/pledging enhances alignment .
    • Director pay structure balances cash ($87.5k in 2024) with equity (annual RSUs $172.4k), supporting long-term alignment via time-based vesting and change‑in‑control acceleration .
  • Watch items

    • ENVA’s 2023 regulatory settlement with CFPB ($15.0M penalty) underscores heightened compliance oversight needs; as an Audit Committee member, Goodyear’s role is critical to sustaining investor confidence .
    • Multiple external audit chair responsibilities (e.g., Ardent; prior Exterran) increase time demands, though no specific related‑party transactions were flagged in ENVA’s proxy and the Nominating Committee reviews related person transactions .
  • Shareholder sentiment

    • Say‑on‑pay approvals indicate sustained support: 89.7% (2023) and 88.8% (2024) .

RED FLAGS: None specifically disclosed for Mr. Goodyear (no pledging, no Item 404 related‑party transactions cited for committee members; directors comply or are within timelines for ownership guidelines) .