Elizabeth Williams
About Elizabeth Williams
Elizabeth Williams (56) is a Class III independent director at Innventure, Inc. with a term expiring at the 2027 annual meeting; the board was formed with Innventure’s public listing in October 2024 . She is Managing Partner and Founder of &Minds Partners (since 2019) and a full-time Finance faculty member at the University of Dayton’s Business School; prior roles include senior strategy and corporate development leadership across Fortune 500 industrials and energy firms . Williams holds a B.A. in Economics from Stanford University and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Corporation (NYSE: ENT) | VP, Commercial & Industrial Customer Journey and Products | 2021–2022 | Led emissions-reduction solutions for large industrial customers |
| Tenneco Inc. | SVP, Strategy & Corporate Development | 2017–2019 | Focused on financial and capital markets performance and long-term strategy |
| Maersk | VP & Head of Corporate Strategy | 2014–2016 | Capitalized on end-of-life oil fields; reduced portfolio risk from oil price exposure |
| ABB | SVP & Head of Corporate Strategy | 2011–2014 | Oversaw strategic planning and execution of ~$20B in institutional investments over 4 years (R&D, SG&A, M&A, capex) |
| United Technologies | Director of Corporate Development | Prior to 2011 | Corporate development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| &Minds Partners | Managing Partner & Founder | 2019–Present | Strategy advisory |
| University of Dayton, Business School | Finance Faculty (full-time) | Current | Academic instruction in finance |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (N&CG) Committee member .
- Chair roles: None; Audit Committee chaired by James O. Donnally; N&CG chaired by Michael Amalfitano .
- Independence: Board determined Williams is independent under SEC and Nasdaq standards .
- Financial expertise: Qualifies as an “audit committee financial expert” per Reg S-K Item 407 .
- Attendance: In 2024 the Board met three times and all directors attended; committee members attended all committee meetings (Audit: 2; Compensation: 1; N&CG: 1) .
- Executive sessions: Independent directors held two executive sessions in 2024; the Board expects at least four, but no fewer than two, annually .
- Lead Independent Director: None currently designated .
Fixed Compensation
Policy structure for non-management directors (adopted in 2024):
| Component | Amount | Vesting/Timing | Source |
|---|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly, prorated if partial service | |
| Committee chair cash retainer | $20,000 | Paid quarterly, prorated | |
| Committee member cash retainer | $10,000 per committee | Paid quarterly, prorated | |
| Initial RSU grant | Target $90,000 | Vests on date of 2025 Annual Meeting (June 25, 2025) | |
| Annual RSU grant | Target $120,000 | Vests on earlier of 1-year anniversary or next annual meeting |
Realized 2024 director pay (Elizabeth Williams):
| Year | Fees earned (cash) | Stock awards (grant-date FV) | Options | Total |
|---|---|---|---|---|
| 2024 | $25,000 | $89,999 | — | $114,999 |
Notes:
- As of 12/31/2024, Williams held 7,377 RSUs (the initial grant for directors who joined at listing), consistent with the $89,999 stock award grant-date fair value .
- Her 2024 cash fees reflect prorated service from October 2024 and committee memberships (Audit and N&CG) .
Performance Compensation
Director equity is service-based (no performance metrics disclosed); RSU structure provides alignment via share ownership.
| Equity Type | Units / Target | Grant-Date FV | Vesting | Key Terms |
|---|---|---|---|---|
| Initial RSUs (non-management directors) | 7,377 units outstanding as of 12/31/2024 | $89,999 | Generally vest on 2025 Annual Meeting date (June 25, 2025) | Time-vesting; annual program also provides $120,000 target RSUs with time-based vest |
Performance metrics table:
| Metric | Tied to Director Compensation? | Details |
|---|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | No | No performance-linked metrics disclosed for director RSUs; grants are service-based |
Other Directorships & Interlocks
| Company | Board/Committee Role | Status | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No current public company directorships disclosed for Williams . |
Expertise & Qualifications
- Strategic and corporate development expertise across ABB, Maersk, Tenneco, and Entergy, including capital allocation and portfolio risk management .
- Recognized audit committee financial expert; brings finance and oversight capability to Audit Committee .
- Academic finance role (University of Dayton) and consulting leadership (founder of &Minds Partners) strengthen governance and analytical rigor .
- Education: B.A. Economics (Stanford), MBA (University of Chicago) .
Equity Ownership
| Date | Security | Amount | % Outstanding |
|---|---|---|---|
| April 25, 2025 | Common Stock | — (none reported) | <1% |
| December 31, 2024 | RSUs (unvested) | 7,377 | N/A (unvested RSUs not counted in ownership %) |
| October 6, 2025 | Common Stock | 7,377 | <1% |
Ownership alignment and policies:
- Insider Trading & Anti-Hedging Policy prohibits hedging and discourages pledging of Company securities; standing and limit orders discouraged, supporting alignment and risk controls .
- No stock ownership guidelines disclosed for directors; compliance status not stated .
Governance Assessment
- Board effectiveness: Williams is independent, an audit committee financial expert, and served on two core committees (Audit; N&CG); 100% attendance in 2024 Board and committee meetings indicates engagement .
- Incentive alignment: Director pay mixes cash retainers with time-based RSUs; her 2024 mix (~$25k cash, ~$90k RSUs) and subsequent vesting to common shares (7,377 by Oct 2025) enhance skin-in-the-game without performance hurdles that could induce risk-taking .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Williams; Innventure maintains a formal Related Party Transaction Policy with Audit Committee pre-approval, further mitigating conflict risk .
- Red flags: None specific to Williams identified. Broader capital-raising structures (SEPA and Yorkville convertible debentures) may dilute common holders but are enterprise-level financing matters; no indication of her personal conflict in these transactions .
- Investor confidence signals: Independence, audit expertise, strong attendance, and adherence to anti-hedging/pledging policies support governance quality and oversight credibility .