Vicki Williams
About Vicki Williams
Vicki Williams, age 52, is an Independent Director of Annaly Capital Management (NLY) since 2018 and serves as Chief Human Resources Officer at NBCUniversal, bringing deep executive compensation and human capital expertise to Annaly’s board . She earned a B.S. in Education (mathematics concentration) and an M.B.A. in finance and quantitative statistics, both with honors from the University of Georgia . Her core credentials include career roles as an external compensation consultant (Pay Governance partner; Towers Perrin principal) and CHRO at a multinational company, aligning closely with Annaly’s governance and compensation oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal | Chief Human Resources Officer | 2018–present | Executive HR leadership; compensation governance expertise |
| NBCUniversal | SVP, Compensation, Benefits & HRIS | 2011–2018 | Led compensation and benefits; HR systems |
| Pay Governance LLC | Partner | Not disclosed | External compensation consulting |
| Towers Perrin (Willis Towers Watson) | Principal | Not disclosed | External compensation consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Williams has no current public company directorships per NLY’s proxy |
Board Governance
- Committee leadership and assignments: Chair, Management Development & Compensation (MDC); Member, Nominating/Corporate Governance (NCG) .
- Committee meeting cadence (2024): MDC met 7 times; NCG met 4 times; all standing committees 100% independent .
- Board independence and structure: 8 of 9 continuing directors are independent; Annaly maintains a separate Independent Board Chair role (transitioning to Thomas Hamilton post-2025 AGM), with regular executive sessions of independent directors (11 in 2024) .
- Attendance and engagement: Board held 11 meetings in 2024; all directors attended at least 75% of aggregate Board/committee meetings; all then-directors attended the 2024 Annual Meeting .
- Related-party transaction controls: Audit Committee pre-approves and reviews; no related person transactions requiring disclosure since the beginning of 2024 .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 140,000 | Includes Board retainer and committee retainers per role |
| Stock Awards (DSUs) | 175,000 | Grant date May 15, 2024; DSU fair value under ASC 718 |
| Total | 315,000 | Sum of cash and equity |
- Standard director pay elements (2025 schedule for context): Board cash retainer $115,000; committee member retainer $10,000; committee chair retainers: Audit $25,000, MDC $20,000, other committees $15,000; annual DSU grant (fully vested at grant) with dividend equivalents .
- Independent consultant: F.W. Cook advises MDC on director compensation; MDC concluded no conflicts of interest .
Performance Compensation (Director)
| Equity Award Feature | Term | Detail |
|---|---|---|
| DSU grant type | Annual | Granted at stockholder meeting; fully vested at grant |
| Settlement | Post-vesting | Settles within 30 days after the first anniversary of grant or separation (unless deferred) |
| Dividend equivalents | Accrual | Paid in cash or additional DSUs at director’s election |
| Options/PSUs | None disclosed | Directors eligible for stock-based awards under 2020 Equity Plan; proxy shows DSUs (no options) |
- No director-specific performance metrics or options are disclosed for Williams; DSUs are time-based and intended to align pay with shareholder outcomes via equity exposure and dividend equivalents .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other current public company boards | 0 |
| Compensation committee interlocks | None; MDC comprised solely of independent directors; no interlocks requiring disclosure |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy |
Expertise & Qualifications
- Human capital and executive compensation expertise; external consultant background and CHRO leadership at a multinational enterprise .
- Governance fit: Corporate governance experience; MDC Chair; NCG membership; aligns with oversight of pay, succession, and governance processes .
- Education: B.S. in Education (mathematics), M.B.A. in finance and quantitative statistics, both with honors (University of Georgia) .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class | DSUs Included (#) | Notes |
|---|---|---|---|---|
| Vicki Williams | 39,497 | <1% (“*”) | 39,497 | As of March 17, 2025; DSUs count toward ownership |
- Director stock ownership guideline: 5x annual cash retainer; directors must retain 50% of net shares from DSUs until achieving guideline; all non-employee directors had met or were on track to meet guidelines as of the proxy date .
- Hedging/pledging: Company policy prohibits hedging and pledging of Annaly stock by directors; insider trading policy applies; no pledging permitted .
Governance Assessment
- Strengths:
- MDC Chair leading robust shareholder engagement and compensation redesign following a 63% 2024 say-on-pay result; changes include increased equity weighting, higher PSU mix, separation of cash vs equity determinations, and streamlined, more objective corporate scorecard (including adding Absolute Tangible Economic Return) .
- Board independence (8/9), independent Chair structure, executive sessions (11 in 2024), and 100% independent key committees reinforce oversight quality .
- Strong guardrails: clawbacks covering cash and equity; prohibitions on hedging/pledging; no tax gross-ups on change-in-control excise taxes or perquisites (except non-cash relocation); no option repricing; no supplemental executive retirement plans .
- Watch items:
- 2024 say-on-pay support of ~63% signals investor concern about program complexity and application; Williams’ MDC leadership responded materially, but future votes should confirm improved alignment and rigor .
- As CHRO of NBCUniversal, time-commitment risk is mitigated by Annaly’s board policy limiting outside public boards and annual self-evaluations, but sustained monitoring of attendance and engagement remains prudent; 2024 attendance thresholds were met firmwide .
- Conflicts:
- No related person transactions requiring disclosure since the beginning of 2024; related-party policy requires independent review/approval .
Notes on Committees:
- MDC Committee: Independent-only; seven meetings in 2024; Williams as Chair signed MDC report; responsibilities include overseeing executive pay, human capital, director compensation, and equity/incentive plans .
- NCG Committee: Independent-only; four meetings in 2024; responsibilities include director nominations, governance guidelines, evaluations, and refreshment policies .
Say-on-Pay & Shareholder Feedback:
- 2024 say-on-pay: ~63% support; expanded outreach to ~60% of institutional shares; MDC Chair participated in meetings with ~42% of institutional shares; responsive design changes implemented for 2024/2025 cycles .