William Werzyn Jr.
About William Werzyn, Jr.
William Werzyn, Jr. (age 48) is an independent Class II director of Utz Brands, Inc., appointed on August 20, 2024, following the retirement of Michael W. Rice. He is the Executive Chairman (since October 2020) and Chief Executive Officer (since June 2006) of West Shore Home, LLC, a large direct-to-consumer home remodeler. He holds a B.S. from The Pennsylvania State University, and was nominated to the Utz board as a Continuing Member Nominee under the Investor Rights Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Shore Home, LLC | Chief Executive Officer | June 2006 – present | Built one of the largest DTC home remodelers in the U.S. (41+ locations in 21 states) |
| West Shore Home, LLC | Executive Chairman | Oct 2020 – present | Executive leadership and oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Utz’s 2025 proxy |
Board Governance
- Independence and nomination: Listed as an independent director; nominated as a “Continuing Member Nominee” under the Investor Rights Agreement, which grants continuing members designated board seats and certain consent rights on major actions .
- Class and term: Class II director; term expiring at the 2025 Annual Meeting, with nomination for re-election to 2028 noted in Proposal No. 1 .
- Committees: No committee assignments reported as of the March 4, 2025 record date (all three standing committees’ rosters are disclosed and do not include Werzyn) .
- Attendance: In 2024 the Board met seven times; each incumbent director then serving attended at least 75% of meetings, with aggregate attendance >95%; committee meetings had ≥95% attendance by members (individual attendance not itemized) .
- Executive sessions and board leadership: Non-management directors hold executive sessions for a portion of most board meetings; the board maintains a Lead Independent Director (Roger Deromedi) and a separate Chair (Dylan Lissette) structure .
Fixed Compensation
- Utz non-employee director program (FY2024): $87,500 annual cash retainer; additional cash retainers for Board/committee chairs and Lead Independent Director; and an annual RSU grant valued at $130,000 (initial grants prorated for partial-year service) .
- William Werzyn (FY2024 actual, prorated from 8/20/24 appointment): cash $10,114; stock awards $90,000; total $100,114 .
| Component | Program Terms (FY2024) | Werzyn FY2024 Actual |
|---|---|---|
| Board retainer (cash) | $87,500 annual (payable quarterly) | $10,114 cash fees |
| Equity retainer (RSUs) | $130,000 value; prorated for partial year; vests by next annual meeting/1-year anniversary | $90,000 RSUs (prorated initial grant) |
| Chair/Lead fees | Chair of Board $90,000; Lead Independent Director $25,000; Audit Chair $25,000; Compensation Chair $15,000; Nominating Chair $10,000 | $0 (no chair roles) |
Notes
- As of Dec 29, 2024, Werzyn held 5,297 RSUs; director equity awards are RSUs (not options) .
Performance Compensation
- Directors do not receive performance-based bonuses or option awards under the director program; compensation is cash retainer plus time-based RSUs (annual/prorated) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed |
| Committee roles at other public companies | None disclosed |
| Interlocks/conflicts | None disclosed specific to Werzyn; he is a Continuing Member Nominee, and under the Investor Rights Agreement, directors may share Company information with the party that nominated them, subject to law—an area of potential conflict to monitor . |
Expertise & Qualifications
- Entrepreneurial and technology-oriented operator (CEO and Executive Chairman of a large DTC home remodeler), cited by Utz as his core qualifications for board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 4, 2025) | 5,297 shares (not a 1% holder) |
| RSUs held (as of Dec 29, 2024) | 5,297 RSUs outstanding |
| Pledging/hedging | Company policy prohibits short sales, derivatives, and hedging by directors; no pledging reported for directors or executives in the beneficial ownership section |
| Ownership guidelines | Non-employee directors must hold 5x annual Board retainer; Company reports all directors were in compliance in FY2024 |
Governance Assessment
Key findings
-
Positive alignment and governance practices:
- Independent director, equity-heavy director pay (RSUs $90,000 of $100,114 total in 2024), and compliance with robust director stock ownership guidelines reinforce alignment with shareholders .
- Board process and oversight are mature: frequent executive sessions of non-management directors, strong aggregate attendance (>95%), and effective committee structures with independent membership .
- Shareholder sentiment on pay practices is strong (prior say-on-pay support >99%), which supports broader governance confidence in compensation oversight .
-
Monitoring items and potential risks:
- Continuing Member Nominee status: Under the Investor Rights Agreement, Continuing Members retain consent rights over major corporate actions and designated board seats; directors may share Company information with their nominating party. This construct can concentrate influence and could raise information-sharing sensitivities—important to monitor for confidentiality and independence dynamics.
Continuing Members’ consent rights and director information-sharing rights are disclosed explicitly in the proxy .
- Short board tenure and no committee assignments yet: As a new appointee (Aug 20, 2024), Werzyn had no disclosed committee role in 2024; investors may look for future committee participation and contributions as indicators of board effectiveness .
- Continuing Member Nominee status: Under the Investor Rights Agreement, Continuing Members retain consent rights over major corporate actions and designated board seats; directors may share Company information with their nominating party. This construct can concentrate influence and could raise information-sharing sensitivities—important to monitor for confidentiality and independence dynamics.
RED FLAGS to watch
- Information-sharing rights for nominee directors with their sponsoring party and consent rights of Continuing Members under the Investor Rights Agreement (board capture/perceived conflicts risk) .
- No specific red flags disclosed regarding attendance, related-party transactions, hedging/pledging, or option repricings for Werzyn in the 2025 proxy .
Overall implication
- Werzyn brings entrepreneurial/operator experience and is equity-aligned under Utz’s director program. Governance risk is principally structural—stemming from the Investor Rights Agreement’s nomination/consent and information-sharing provisions—rather than from any disclosed personal conflicts or attendance issues. Continued observation of his engagement, potential committee assignments, and handling of information-sharing safeguards will be key for investor confidence .