Willard Overlock Jr.
EvercoreAbout Willard J. Overlock, Jr.
Independent Director at Evercore Inc. since 2014; age 79, with a career in investment banking culminating in retirement in 1996. He holds an M.B.A. from Columbia Business School and a B.A. from the University of North Carolina, and is a trustee emeritus of Rockefeller University and Special Partner at Cue Ball Capital . The Board has affirmatively determined he is independent under NYSE rules; he attended over 80% of Board and committee meetings in 2024, and all non-management directors met in regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment Banking (prior career) | Senior investment banker; retired | Retired in 1996 | Extensive investment banking and financial institutions management experience |
| Becton, Dickinson and Company | Director (prior) | Until recently | Board service at a major public company |
| The Albert and Mary Lasker Foundation | Chairman (prior) | Until recently | Oversight of prominent biomedical foundation |
| Rockefeller University | Trustee Emeritus | Current | Governance in leading research institution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cue Ball Capital | Special Partner | Current | Private investment firm role |
| Rockefeller University | Trustee Emeritus | Current | Academic/non-profit governance |
| Becton, Dickinson and Company | Board Member | Prior | Public company directorship |
| Albert and Mary Lasker Foundation | Chairman | Prior | Non-profit leadership |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; not a chair .
- Committee chair roles (context): Audit Chair is William J. Wheeler; Compensation Chair is Robert B. Millard; Nominating & Corporate Governance Chair is Lead Director Gail B. Harris .
- Meeting cadence and attendance: In 2024, Audit met 7x, Compensation 5x, Nominating 2x; Board met 5x. Each director attended over 80% of Board/committee meetings; all incumbent directors attended the 2024 Annual Meeting .
- Independence and governance practices: Board determined Overlock is independent; 80% of directors independent; 100% of committee members independent; regular executive sessions led by the Lead Independent Director .
Fixed Compensation
| Component | Amount ($) | Grant/Payment Timing | Notes |
|---|---|---|---|
| Annual Retainer (policy) | 125,000 | Annual | Payable in cash or RSUs at director’s election |
| Committee Chair Fee | 30,000 | Annual | Not applicable to Overlock (not a chair) |
| One-time RSU on joining | 50,000 | Delivers on 2nd anniversary | Policy; historical context |
Overlock elected to receive his 2024 cash retainer 100% in RSUs rather than cash; consequently, he did not receive the $125,000 in cash shown in the summary table, and instead received RSUs as described below .
Performance Compensation
| Award Type | Grant Date | Shares/Units (#) | Fair Value ($) | Vesting/Delivery | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs (2024 cycle) | 2024-06-18 | 1,277 | 129,762 | Deliver on 2025-06-18 (first anniversary) | None; time-based delivery (no performance conditions) |
| Retainer Election RSUs (policy) | 2024 cycle | Retainer converted to RSUs at election | 125,000 (policy value) | First anniversary delivery | None; time-based |
Director equity grants are not tied to revenue/EBITDA/TSR metrics; they are time-based, reinforcing alignment but not “pay-for-performance” structures used for NEOs . For context, the Compensation Committee links NEO pay holistically to Adjusted Net Revenues, Adjusted EPS, Adjusted Net Income, and Adjusted Operating Margin, but directors are compensated via retainer and RSUs .
Other Directorships & Interlocks
| Company/Entity | Role | Interlocks/Conflicts |
|---|---|---|
| Becton, Dickinson and Company | Prior Director | No Item 404 related-party transactions disclosed tied to Compensation Committee members (including Overlock) in FY2024 |
| Lasker Foundation | Prior Chairman | Non-profit; no EVR related-party transactions disclosed |
| Rockefeller University | Trustee Emeritus | Non-profit; no EVR related-party transactions disclosed |
| Cue Ball Capital | Special Partner | No EVR related-party transactions disclosed involving Overlock; Related Person Transactions require committee approval per policy |
Expertise & Qualifications
- Extensive investment banking and financial institution management experience; retired in 1996 from investment banking .
- Academic/non-profit governance experience (Rockefeller University trustee emeritus; Lasker Foundation chair) .
- Education: M.B.A. (Columbia Business School); B.A. (University of North Carolina) .
- Board’s skills matrix considers his investment banking and financial institutions background a qualification for oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership – Class A Shares | 12,221 shares; <1% of Class A |
| RSUs held from 2024 director grant | 1,277 vested RSUs delivering 2025-06-18 |
| Director Ownership Guideline | 3x most recent annual retainer; retain 100% of delivered shares until guideline met (tax sales excepted) |
| Hedging & Pledging | Hedging prohibited; pledging prohibited without Compensation Committee approval |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| 2024–2025 | — | — | — | — | Proxy does not list director Form 4 activity; Section 16(a) filings were timely per company review |
Governance Assessment
- Independence: Affirmatively independent; serves on Audit and Compensation Committees, both fully independent .
- Attendance/Engagement: >80% attendance at Board/committee meetings; board and committees had 19 meetings in aggregate in 2024; executive sessions held regularly .
- Compensation Mix & Alignment: Elected 100% RSU retainer and received annual RSU grant, increasing equity-based pay share; director guideline requires 3x retainer ownership and full retention of delivered RSUs until compliant, plus anti-hedging/pledging policies .
- Conflicts/Related Party: No Item 404 transactions disclosed for Overlock; firm’s Related Person Transaction Policy requires Nominating & Corporate Governance Committee approval; Compensation Committee disclosed no interlocks/insider participation issues for FY2024 .
- Signals: Equity-heavy election (retainer in RSUs) is a positive alignment signal; independence, committee roles, and strong attendance support board effectiveness. No red flags identified (no pledging, no related-party exposure; robust governance policies and majority voting resignation policy) .
Director Compensation (Detail)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | Election: Overlock opted to receive retainer 100% in common stock; thus no cash paid despite the standard fee amount shown |
| Stock Awards (Grant-Date Fair Value) | 129,762 | 1,277 RSUs; grant date 2024-06-18; deliver on 2025-06-18 |
| Total | 254,762 | Sum of retainer-equivalent and RSU grant fair value |
Committee Assignments
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 7 |
| Compensation | Yes | No | 5 |
| Nominating & Corporate Governance | No | — | 2 |
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay support approximately 93% last year; program unchanged materially; ongoing shareholder engagement reported .
- Board maintains majority voting resignation policy; strong alignment and clawback policies in place .
Risk Indicators & RED FLAGS
- RED FLAGS: None identified specific to Overlock; no related-party transactions disclosed; no hedging/pledging; attendance satisfactory; director equity grants are time-based (no repricing) .
- Broader governance safeguards: clawback policy for executive incentive comp; independent committees; executive sessions; majority voting resignation policy .