William Kelley
THOR INDUSTRIESAbout William J. Kelley Jr.
William J. Kelley Jr., age 61, is an independent director of THOR Industries, serving since 2020. He is Executive Vice President and Chief Financial Officer of Utz Brands (NYSE: UTZ) since May 2025, and the Board’s designated Audit Committee Financial Expert and Chair of the Audit Committee, with additional service on the ESG & Nominating Committee. He holds a B.A. in Accounting from Clark Atlanta University and an MBA in Accounting and Strategy from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utz Brands, Inc. | EVP & CFO | May 2025–present | Public company CFO; enterprise finance leadership |
| Tropicana Brands Group | Global CFO | Jul 2022–May 2025 | JV (PAI/PepsiCo): global finance, controls, risk |
| TreeHouse Foods, Inc. | EVP & CFO; Interim CFO; SVP Corp & Operations Finance; VP Finance & Corp Controller | Feb 2020–Jul 2022; Nov 2019–Feb 2020; May 2018–Nov 2019; from 2016 | Led finance transformation, operations finance and controls |
| The Kraft Heinz Company | Head of Global Internal Audit | Prior to 2016 | Global internal audit leadership and ERM |
External Roles
| Organization | Role | Sector | Tenure |
|---|---|---|---|
| Chicago Children’s Museum | Director (non-profit board) | Non-Profit | Current |
| Chicago Youth Centers | Director (non-profit board) | Non-Profit | Current |
No current public company directorships disclosed beyond THOR; no disclosed interlocks creating compensation committee conflicts .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; THOR Board had 8 of 9 independent directors in FY2025. Committees comprised entirely of independent directors . |
| Committee assignments | Audit Committee (Chair; Financial Expert); ESG & Nominating Committee member . |
| FY2025 meeting load | Board: 6 meetings; Audit: 8; Compensation & Development: 8; ESG&N: 4 . |
| Attendance | Directors with committee assignments attended ≥94% of combined Board and committee meetings; aggregate Board attendance 96% . |
| Executive sessions | Independent directors meet in executive session after each Audit, Compensation & Development, and Board meeting . |
| Board leadership | Independent Chair (Andrew E. Graves); separate Chair/CEO roles . |
| Policies | Majority voting with resignation policy; mandatory age 72 resignation submission; proxy access; annual Board/committee evaluations . |
| Risk oversight | Audit oversees financial controls/compliance/ERM; ESG&N oversees governance/ESG; C&D oversees comp risk and succession . |
Fixed Compensation
| Component | Amount (USD) | Detail/Timing | Source |
|---|---|---|---|
| Annual cash retainer (director) | 170,000 | FY2025 non-employee director cash retainer | |
| Audit Chair cash retainer | 25,000 | FY2025 committee chair fee (Audit) | |
| Total fees earned (cash) | 195,000 | FY2025 Fees Earned or Paid in Cash—Kelley | |
| Equity award (RSUs/DSUs) | 129,942 | Grant to all directors on Oct 8, 2024 (grant-date fair value) | |
| Total FY2025 director comp | 324,942 | Cash + stock for Kelley |
Company pays no director meeting fees; stock options are not used in the program; no SARs granted .
Performance Compensation
| Element | Performance Metrics | Targets/Curve | Notes |
|---|---|---|---|
| Director equity grants | None disclosed for directors | N/A | Director stock awards are time-based; Company states no stock options or SARs are awarded; dividends not paid on unvested RSUs/PSUs . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for Kelley beyond THOR . |
| Non-profit boards (current) | Chicago Children’s Museum; Chicago Youth Centers . |
| Compensation committee interlocks | None; FY2025 C&D Committee members were independent (Huntington, Hennington, Hurd, Lorenger) and disclosed no relationships requiring Item 404 disclosure . |
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO experience (Utz, Tropicana, TreeHouse); prior Head of Global Internal Audit at Kraft Heinz—strong finance, controls, and enterprise risk background .
- MBA (Chicago Booth) and B.A. in Accounting (Clark Atlanta University) .
- Skills matrix indicates deep finance/capital allocation and financial expertise across Board membership .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (10/20/2025) | 5,892 shares |
| Shares outstanding (10/20/2025) | 52,838,664 shares |
| Ownership as % outstanding | ≈0.011% (5,892 ÷ 52,838,664) |
| Director stock ownership guideline | 4× annual cash retainer (director) |
| Guideline compliance status | Board states all directors are in compliance or on track within required timeline . |
| Anti-hedging/pledging | Prohibited for Directors and Section 16 Officers (no hedging, short sales, or pledging) . |
No Section 16(a) filing delinquencies disclosed for Kelley; one late Form 4 was reported for a different director (Orthwein) in FY2025 .
Related-Party Transactions and Conflicts
- Audit Committee must review and approve all related-party transactions (Item 404 standard); for FY2025, none were identified by the Audit Committee .
- Company maintains a robust “no-fault” clawback policy and prohibits hedging and pledging by directors; double-trigger change-in-control provisions in equity plans; director award limit of $500,000 grant-date fair value per fiscal year in the Amended and Restated Plan .
Governance Assessment
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Strengths and investor confidence signals:
- Independent Audit Chair with “financial expert” status and seasoned public company CFO experience—supports high-quality financial oversight and ERM .
- Strong board process and policies (majority voting, proxy access, executive sessions each meeting, independence of committees, anti-hedging/pledging, clawback) enhance accountability and alignment .
- Attendance and engagement: directors with committee roles attended ≥94% of combined meetings; aggregate Board attendance 96% .
- No related-party transactions identified; no Section 16 delinquencies disclosed for Kelley .
-
Potential watch items:
- Time commitment: concurrent service as public company CFO (Utz) and Audit Chair at THOR; while not flagged by the company, investors often monitor overlapping senior executive responsibilities for capacity risk. No specific attendance or engagement shortfalls reported for FY2025 (≥94% threshold met) .
- Director ownership: beneficial stake is modest in percentage terms (≈0.011%); however, THOR imposes a 4× retainer ownership guideline and reports directors are compliant or on track within the required window .