Valerie M. Williams
OMNICOM GROUPAbout Valerie M. Williams
Independent director of Omnicom Group (OMC) since 2016; age 68. Former Assurance Managing Partner at EY (2006–2016) with 35+ years in audit/public accounting, including senior roles on Partner Advisory Council, Inclusiveness Council, and Audit Innovation Taskforce; brings deep financial reporting, risk management, and global oversight experience. Currently serves on OMC’s Audit and Finance Committees and has been designated an audit committee financial expert by virtue of her background and committee assignment (all Audit members other than one are “audit committee financial experts”). Attendance in 2024 was 100% for the Board and every committee on which she served.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Assurance Managing Partner | 2006–2016 | Senior leadership; Partner Advisory Council, Inclusiveness Council, Audit Innovation Taskforce; extensive global audit/public accounting experience (35+ years) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Devon Energy Corporation | Director; Audit Committee Chair; Reserves Committee member | Current | Leads audit oversight at a large U.S. E&P company |
| DTE Energy Co. | Director; Audit Committee Chair; Corporate Governance Committee member | Current | Oversees audit; governance participation at a regulated utility |
| Franklin Templeton Funds (various) | Trustee | Current | Fiduciary oversight of mutual funds |
| WPX Energy, Inc. | Director | 2018–Jan 2021 | Service ended upon merger with Devon Energy |
Board Governance
- Committee assignments: Audit Committee (member) and Finance Committee (member). The Audit Committee met 13 times in 2024; the Finance Committee met 7 times. The Board met 11 times, with independent directors holding six executive sessions in 2024.
- Independence: Classified as an independent, non-management director under NYSE rules and OMC Corporate Governance Guidelines. The Board reviewed director-affiliated transactions and deemed them immaterial, preserving independence.
- Financial expertise: Each Audit Committee member is independent, financially literate, has accounting/financial management expertise, and—other than Mark D. Gerstein—is an “audit committee financial expert,” which applies to Williams.
- Attendance: 100% Board and standing committee attendance in 2024 for all directors; Williams attended every Board and committee meeting on which she served.
Fixed Compensation
| Component | 2024 Policy Detail | Williams 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | Included in cash total | Standard for non-employee directors |
| Meeting fees | $2,000 per Board and per Committee meeting attended | Included in cash total | No international meeting fee in 2024 (none held) |
| Chair premia | Audit/Comp/Gov/Finance Chairs +$20,000; Lead Independent Director +$35,000 | N/A (not a chair) | Increases effective 1/1/2025: +$30,000 for committee chairs; +$50,000 for LID |
| Cash paid (actual) | — | $152,000 | Cash earned for 2024 service |
| Equity retainer | $43,750 per quarter in fully vested common stock ($175,000/year) | $175,000 | Increased to $51,250 per quarter effective 1/1/2025 |
Performance Compensation
- Structure: Non-employee director equity is delivered as fully vested common stock each quarter; there are no performance-conditioned awards, options, or PSU metrics for directors. Equity can be deferred at the director’s election.
- Context (executive program, not applicable to directors): OMC’s 2024 executive annual incentive used a 40% peer metrics, 40% internal performance metrics, and 20% qualitative framework (ROE, organic growth, adjusted margins, adjusted diluted EPS growth), included here to clarify that director pay is not tied to such metrics.
| Executive Annual Incentive Metrics (Context Only; Not Used for Director Pay) | Weight |
|---|---|
| Peer metrics: ROE, organic growth, adjusted operating margin, organic growth plus adjusted operating margin | 40% |
| Internal performance: Adjusted diluted EPS growth, adjusted EBITA margin, organic growth | 40% |
| Qualitative: Individual NEO performance | 20% |
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Devon Energy Corporation | Director; Audit Chair | External board; no disclosed material related-party transactions with OMC |
| DTE Energy Co. | Director; Audit Chair; Gov. Committee member | OMC director Cassandra Santos also serves on DTE Energy’s board, creating an external board interlock (information flows/network tie) |
| EY | Former senior executive | Another OMC director (Deborah J. Kissire) is former EY Vice Chair—shared professional background may strengthen audit oversight but can raise “groupthink” vigilance; no impairment of independence per Board review |
Expertise & Qualifications
- 35+ years audit/public accounting, multi-location/global company experience; risk management, financial reporting, and audit innovation leadership.
- Audit committee financial expert; strong human capital insights (Inclusiveness Council leadership).
- International exposure valuable to OMC’s multinational strategy oversight.
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Valerie M. Williams | 21,275 | <1% | Includes shares held/deferred under outside director equity plan at her election |
| Shares pledged | — | — | Hedging and pledging prohibited by policy; no pledging permitted for directors |
| Ownership guideline | 5x annual cash retainer within 5 years | — | As of 12/31/2024, all directors with ≥5 years of service (Williams joined 2016) were in compliance |
Additional ownership/insider compliance:
- Section 16(a): All filing requirements complied with in 2024; no delinquent reports.
Governance Assessment
- Strengths
- Independent director with deep audit and risk credentials; serves on Audit and Finance, and qualifies as an audit committee financial expert—highly aligned with investor expectations for financial oversight.
- 100% attendance and full compliance with robust director stock ownership guidelines; equity paid in stock promotes alignment; hedging/pledging prohibited.
- Additional governance guardrails: Related-person transactions policy/process overseen by Audit Committee; no material related-party transactions involving directors disclosed for 2024/2025.
- Watch items
- External board interlock with fellow OMC director Cassandra Santos at DTE Energy may concentrate information networks; not a conflict per se, but worth monitoring for oversight independence dynamics.
- Multiple external audit chair roles (Devon, DTE) denote heavy workload; OMC maintains an overboarding policy with numerical limits, which mitigates risk, but ongoing adherence should be monitored.
- RED FLAGS
- None identified specific to Williams: independence affirmed; no related-party transactions disclosed; no hedging/pledging; full attendance.
Notes on 2025 changes relevant to director incentives:
- Quarterly stock grant increased to $51,250 effective 1/1/2025; committee chair fees increased to $30,000; Lead Independent Director fee increased to $50,000—signals modest upward reset in director compensation but maintains cash/equity mix and alignment.