Harris N. Williams

About Harris N. Williams

Harris N. Williams, age 55, is an independent director of Gogo Inc. and has served on the Board since 2010; he chairs the Audit Committee and is designated the Board’s SEC “audit committee financial expert.” Williams is Senior Managing Director of WF Investment Management LLC; previously, he was Managing Director at Ripplewood Holdings (2007–2013) and worked in Credit Suisse’s investment banking division focused on M&A and LBOs, with sector experience across Technology, Media, Financial Services, Healthcare, Industrials and Hospitality. He served on the board of 3W Power Holdings Ltd. (2011–2013), where he also chaired the Audit Committee, and is considered independent under Nasdaq and Exchange Act Rule 10A‑3.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (Chair); Board determined Williams is the SEC-defined “audit committee financial expert.” Each Audit member is independent and financially literate. Audit Committee held 8 meetings in 2024.
• Independence and engagement: Proxy states at least 75% Board and committee meeting attendance for each director in 2024; 7 of 9 post-Annual Meeting directors are independent; Board holds regular executive sessions of independent directors.
• Audit pre-approval and oversight: Audit Committee pre-approves auditor services and may delegate pre-approval authority to the Audit Chair with reporting at next meeting; Deloitte fees rose to $4,063,329 in 2024 (from $1,837,881 in 2023), primarily due to the Satcom Direct acquisition; SOC 2 audit-related fees noted.
• Risk oversight: Audit oversees ERM including cybersecurity and data privacy; Compensation reviews compensation-related risk; Nominating/Governance oversees corporate governance and succession planning.

Fixed Compensation

• Director pay structure (non-employee directors): Annual board retainer $240,000 (cash $50,000; equity $190,000 in quarterly DSUs); Audit Chair receives an additional $20,000 cash; no meeting fees; directors may elect to take cash as DSUs; shares from DSU settlements and any exercised options must be retained (net after-tax) until one year after board service ends or change in control.
• Williams 2024 compensation: Fees Earned or Paid in Cash $70,000 (includes $50,000 annual cash retainer + $20,000 Audit Chair fee), Stock Awards $189,986, Total $259,986.

Quarterly DSU grants for Williams (2024):

Performance Compensation

• Non-employee director compensation is not tied to performance metrics (e.g., revenue/EBITDA/TSR); equity is delivered as time-based DSUs; prior to Q2 2021, a portion of equity was in stock options, but the program shifted to DSUs thereafter.
• No meeting fees are paid; retention policy strengthens alignment through required holding periods on DSU-settled shares (and any exercised options).

Other Directorships & Interlocks

• The 2025 proxy discloses GTCR-related registration rights tied to director Mark Anderson’s affiliations; no related person transactions are disclosed involving Harris N. Williams.

Expertise & Qualifications

• Board-designated audit committee financial expert; expertise in financial management, financial reporting, and finance department oversight; core business skills in financial and strategic planning.

Equity Ownership

• Beneficial ownership: 162,905 shares; represents less than 1% of shares outstanding (132,245,584 as of April 22, 2025). Includes shares issuable upon exercise of options within 60 days (141,915 shares for Williams). Vested DSUs outstanding for Williams are excluded from beneficial ownership and totaled 144,735 as of April 22, 2025.
• As of December 31, 2024: Williams held 144,162 DSUs and 144,176 stock options.
• Anti-hedging and anti-pledging policies: Directors are prohibited from short sales and derivative transactions; hedging/monetization transactions require pre-clearance; pledging by directors requires Board or committee pre-approval.
• Director retention policy: Shares received upon DSU settlement and any exercised options (on a net-after-tax basis) must be retained until one year after board service ends or a change in control (for awards on/after Sept. 30, 2015).

Insider trades and equity grants:

• Open-market purchase: 12,000 shares at $8.10 on Feb 29, 2024 ($97,200).
• Form 4 (Jan 3, 2025): DSU-related filing (settled post-service; DSU terms).
• Form 4 (Apr 2, 2025): Director equity filing (option/DSU grant reporting).

Governance Assessment

• Board effectiveness and financial oversight: Williams’ long tenure, independence, and designation as the audit committee financial expert, together with his chair role and 2024 audit activity (8 meetings, SOC 2 oversight, auditor independence) indicate strong control and risk oversight during a year of M&A integration (Satcom Direct).
• Alignment signals: Required holding of DSU-settled shares and anti-hedging/anti-pledging policies support shareholder alignment; cash/equity mix is standard for independent directors and includes modest chair premiums.
• Ownership and skin-in-the-game: Beneficial ownership is <1%, typical for outside directors; substantial DSUs and legacy options suggest continued exposure to equity value, with retention obligations adding alignment.
• Conflicts and related-party exposure: No related person transactions are disclosed involving Williams; independence under Nasdaq and Rule 10A‑3 is affirmed.
• RED FLAGS: None disclosed for Williams regarding related-party transactions, hedging/pledging violations, or low attendance; directors receive no meeting fees; compensation structure has moved away from options to DSUs since 2Q 2021, reducing risk of option repricing.

Overall investor confidence implications: Audit leadership, explicit independence and financial expertise, plus a conservative director pay structure with retention and anti-hedging policies, are positive governance signals; absence of Williams-specific related-party transactions or attendance issues further supports board effectiveness.