William Wheeler
EvercoreAbout William J. Wheeler
William J. Wheeler (63) is an independent director of Evercore (EVR), serving since 2015; he is Chair of the Audit Committee and a member of the Compensation Committee, and has been designated an Audit Committee Financial Expert by the Board . He previously served as Vice Chairman and President of Athene Holding Ltd., President of the Americas at MetLife Inc., and earlier as MetLife’s EVP & CFO; he began his career in investment banking at Donaldson, Lufkin & Jenrette . Wheeler holds an A.B. from Wabash College (trustee) and an M.B.A. from Harvard Business School . The Board cites his executive leadership and CFO experience at a large multinational public company, and his financial institutions/insurance expertise, among the qualifications for his nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Athene Holding Ltd. | Vice Chairman and President | — | — |
| MetLife Inc. | President, Americas; EVP & CFO | — | — |
| Donaldson, Lufkin & Jenrette | Investment Banker | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venerable Holdings Inc. | Director | — | — |
| American Council of Life Insurers | Board Member | — | — |
| Wabash College | Board of Trustees Member | — | — |
Board Governance
- Independence: The Board affirmatively determined Wheeler is independent under NYSE rules and Evercore’s categorical standards; all Audit and Compensation Committee members are independent under applicable NYSE/SEC rules .
- Committee assignments and workload in 2024: Audit (Chair), Compensation (Member); committees met 7 times (Audit), 5 times (Compensation), and Nominating met 2 times .
- Attendance: Each director attended over 80% of Board and applicable committee meetings; the Board held five full meetings and committees held 14 additional meetings in 2024 .
- Executive sessions: Non-management directors meet regularly in executive session; Gail B. Harris serves as Lead Director to preside over executive sessions and coordinate agendas/evaluations .
- Audit Committee Financial Expert: The Board determined Wheeler qualifies as an “Audit Committee Financial Expert” and has NYSE “accounting or related financial management expertise” .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 7 |
| Compensation Committee | Member | 5 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer | 125,000 | Non-management director retainer |
| Committee chair fee (Audit) | 30,000 | Board policy for committee chairs |
| Fees earned or paid in cash (2024) | 155,000 | Reported for Wheeler |
| Annual RSU grant (policy value) | 125,000 | Board policy for annual RSUs |
| Stock awards (grant date fair value, 2024) | 129,762 | RSU grant fair value per ASC 718 |
| Total director compensation (2024) | 284,762 | Cash + stock awards |
| One-time RSU grant upon joining | 50,000 | Delivers on second anniversary |
- Payment structure: Retainer payable 100% in cash or RSUs, or 50/50 at director’s election; annual RSUs deliver on first anniversary; committee chairs receive an annual cash payment .
- 2024 RSU grants processed at re-election (June 18, 2024); Wheeler received standard RSU grant rather than electing 100% retainer in stock (Overlock and Williamson elected 100% stock) .
Performance Compensation
| Equity Award Metric | Detail |
|---|---|
| RSUs granted (2024) | 639 RSUs (standard annual award) |
| Grant date | June 18, 2024 |
| Grant-date fair value basis | $203.07 (avg high/low on grant date) |
| RSU count valuation basis | $195.84 (10-trading-day average, June 4–17, 2024) |
| Delivery | June 18, 2025 (first-anniversary delivery) |
| Options | None disclosed for directors |
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs |
Other Directorships & Interlocks
| Board/Committee | Role | Interlock/Related-Party Disclosure |
|---|---|---|
| Evercore Compensation Committee | Member | During 2024, no Compensation Committee member was an employee/officer or had interest in Item 404 transactions; no interlocks/insider participation requiring disclosure |
| Related Person Transactions policy | — | Transactions >$120,000 require approval/ratification; policy described; no Wheeler-specific related-party transaction disclosure |
- Independence reaffirmed annually by Nominating & Corporate Governance Committee, with review of transactions/relationships for all directors .
Expertise & Qualifications
- CFO and insurance expertise: Former EVP & CFO of MetLife; deep experience overseeing large financial institutions and insurance businesses; executive leadership experience cited by the Board .
- Audit Committee Financial Expert designation and NYSE financial management expertise, supporting oversight of financial reporting and controls .
- Education: A.B. (Wabash College) and M.B.A. (Harvard Business School) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned (as of April 14, 2025) | 11,112 | <1% of Class A outstanding |
| % of Class A outstanding | * | Less than 1% |
| RSUs held as of Dec 31, 2024 | 639 vested RSUs | Deliver on June 18, 2025 |
| Shares pledged | None disclosed; anti-pledging policy prohibits pledging by directors absent Compensation Committee approval | |
| Hedging | Prohibited by insider trading policy | |
| Director ownership guideline | 3x most recent annual retainer; directors must retain 100% of RSU deliveries until guideline met (net of taxes) |
Governance Assessment
- Strengths: Independent director with deep CFO/insurance expertise; Audit Chair and designated Financial Expert; >80% attendance; robust committee independence; equity-based director pay with ownership guidelines; anti-hedging/anti-pledging and clawback policies enhance alignment and accountability .
- Pay mix and alignment: 2024 compensation balanced between cash (retainer + chair fee) and equity RSUs; annual RSUs deliver on a one-year schedule, with guideline-driven retention until ownership thresholds are met .
- Potential conflicts/watch items: External insurance-related boards (Venerable Holdings Inc.; American Council of Life Insurers) could create perceived industry interlocks if Evercore advises counterparties in insurance; however, the proxy reports no Item 404 related-party transactions involving Compensation Committee members and affirms Wheeler’s independence after annual review .
- Board process and engagement: Regular executive sessions under a Lead Director, majority voting resignation policy, and high say-on-pay support (~93% in prior year) indicate solid governance practices and shareholder alignment, indirectly supporting confidence in board oversight .
RED FLAGS: None disclosed specific to Wheeler (no related-party transactions; no hedging/pledging; attendance above threshold; no committee interlocks requiring disclosure) .