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Sarah Williamson

Director at EvercoreEvercore
Board

About Sarah K. Williamson

Sarah K. Williamson (age 61) has served on Evercore Inc.’s Board since 2018. She is Chief Executive Officer of FCLTGlobal (since July 2016), a not-for-profit focused on encouraging long-term behaviors in business and investment decision-making, and previously spent over 21 years at Wellington Management Company LLP, where she was a Partner and Director of Alternative Investments and chaired Wellington Trust Company NA and the firm’s founding Diversity Committee. She holds a B.A. in economics (with honors) from Williams College (1984) and an M.B.A. (with distinction) from Harvard Business School (1989). The Board cites her investment management experience, leadership of a sustainability/long-term investing organization, and familiarity with institutional investor perspectives as core credentials. She is affirmatively independent and designated an Audit Committee Financial Expert.

Past Roles

OrganizationRoleTenureCommittees/Impact
Wellington Management Company LLPPartner; Director of Alternative InvestmentsOver 21 yearsServed on firm boards/committees; Chair, Wellington Trust Company NA; Founding Chair, Diversity Committee
Wellington Trust Company NAChairNot disclosed (within 21+ years at Wellington)Governance oversight and fiduciary leadership

External Roles

OrganizationRoleTenureFocus/Impact
FCLTGlobalChief Executive OfficerSince July 2016Encouraging long-term behaviors in business and investment decision-making

Board Governance

  • Independence: The Board affirmatively determined Williamson is independent under NYSE rules and Evercore’s categorical standards; all Board committees are fully independent.
  • Committee assignments: Audit Committee member; Compensation Committee member. Not a committee chair.
  • Financial expertise: Designated an “Audit Committee Financial Expert” with accounting/financial management expertise.
  • Attendance and engagement: Board held 5 meetings in 2024; committees held Audit (7), Compensation (5), Nominating (2). Each director attended over 80% of Board and applicable committee meetings; all incumbent directors attended the 2024 Annual Meeting.
  • Lead Independent Director and executive sessions: Lead director is Gail B. Harris; independent directors conduct regular executive sessions without management.
Governance Attribute2024 Status
IndependenceIndependent
Audit CommitteeMember; Financial Expert
Compensation CommitteeMember
Committee Chair RolesNone
Board Meetings Attended>80% (Board held 5 meetings)
Audit/Comp Meetings (Total held)Audit 7; Compensation 5
Annual Meeting AttendanceAttended 2024 Annual Meeting

Fixed Compensation

  • Structure: Non-management directors receive an annual retainer ($125,000) and annual RSU grant ($125,000); committee chair fees ($30,000) apply only to chairs; directors may elect to receive retainer in cash, RSUs, or 50/50. There are no meeting fees.
  • 2024 Actuals (Disclosure Table): Williamson’s reported 2024 director compensation totaled $254,762 (Fees Earned/Paid in Cash $125,000; Stock Awards $129,762). Footnote clarifies she elected to receive her cash retainer 100% in common stock and thus did not receive a cash payment but received RSUs equivalent to the retainer.
Component (2024)Amount ($)Notes
Annual Retainer125,000Elected 100% in RSUs rather than cash
Annual RSU Grant125,000Time-based delivery on 1st anniversary
Committee Chair Fees0Not a chair
Reported Fees Earned/Paid in Cash125,000Presentation per proxy; paid as equity per election
Reported Stock Awards129,762Grant-date fair value per ASC 718
Total254,762Sum of reported cash and stock columns

Performance Compensation

Directors’ equity awards are time-based (not performance-conditioned). In 2024, non-management directors received RSUs that deliver on the first anniversary of grant; Williamson elected to receive her entire retainer in RSUs, increasing her total RSU grant units for 2024.

Equity Award Detail (2024)UnitsValuation/TimingVesting/Delivery
Annual RSUs (standard)639Valued ≈$125,000 using 10-trading-day avg ($195.84)Deliver on 1st anniversary (June 18, 2025)
Retainer as RSUs (election)638 (additional)Williamson elected 100% RSUs; total 1,277 RSUsDeliver on 1st anniversary (June 18, 2025)

Ownership/retention policy: Directors must hold shares equal to ≥3x most recent annual retainer; until met, they must retain 100% of shares received upon delivery (net of taxes). Hedging is prohibited; pledging by directors requires Compensation Committee approval.

Other Directorships & Interlocks

  • Public company directorships: None disclosed beyond Evercore Inc.
  • Committee interlocks/insider participation: No Compensation Committee member (including Williamson) was an employee/officer or had Item 404 related-party transactions in 2024; no interlocks with other issuers’ compensation committees.

Expertise & Qualifications

  • Investment management and alternatives: 21+ years leading investment strategies and alternative investments at Wellington.
  • Long-term investing and sustainability: CEO of FCLTGlobal; Board credited her understanding of institutional investor approaches to performance, sustainability, and governance.
  • Financial reporting and audit oversight: Audit Committee Financial Expert designation and related experience.
  • Governance leadership: Prior board/committee leadership roles (Wellington Trust; Diversity Committee chair).

Equity Ownership

Equity Holdings (Director)CountTiming/Status
Vested RSUs (deliver on June 18, 2025)1,277Reflects 2024 annual grant plus retainer election in RSUs (1,277 vested RSUs delivering 6/18/2025)
Ownership Guidelines≥3x retainer (value-based)Must retain 100% of delivered shares until guideline met
Hedging & PledgingProhibited to hedge; pledging requires approvalPolicy applies to directors and executive officers

Note: Beneficial ownership totals and % of shares outstanding for Williamson are not detailed in the cited sections; only RSU delivery counts are disclosed.

Governance Assessment

  • Strengths: Independent director with dual committee service (Audit and Compensation) and Audit Committee Financial Expert designation; equity-heavy compensation with retainer taken entirely in stock enhances alignment; adherence to robust ownership and anti-hedging/anti-pledging policies; no related-party transactions or interlocks disclosed; attendance above 80% and participation at Annual Meeting.
  • Watch items: Attendance disclosure is threshold-based (>80%) rather than exact rates; no specific disclosure of individual ownership guideline compliance status. No conflicts or related-party exposures identified for Williamson.

RED FLAGS: None identified in proxy disclosures for Williamson (no related-party transactions; no hedging/pledging; fully independent; committee interlocks absent).