Paula A. Price
About Paula A. Price
Paula A. Price is an independent director of WBD and serves as Chair of the Audit Committee. She is 63, joined the WBD Board in 2022, and is a Certified Public Accountant with extensive CFO experience at Macy’s, Ahold USA, and CVS; she holds a BS from DePaul University and an MBA from the University of Chicago . The Board has determined she is independent under Nasdaq rules and qualifies as an “Audit Committee Financial Expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | EVP & CFO | 2018–2020 | Led transformational growth strategy and financial restructuring, augmenting Board oversight of consumer-focused strategy |
| Harvard Business School | Senior Lecturer | 2014–2018 | Academic leadership informing governance and strategy perspectives |
| Ahold USA | EVP & CFO | 2009–2014 | Public company CFO experience in complex global risk environments |
| CVS Caremark | SVP, Controller & Chief Accounting Officer | 2006–2009 | Deep accounting and controls expertise supporting audit oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Mondelez International | Director | Since 2024 | Current public company directorship |
| Bristol Myers Squibb | Director | Since 2020 | Current public company directorship |
| Accenture plc | Director | Since 2014 | Current public company directorship |
| DaVita Inc. | Director | 2020–2022 | Prior public company directorship |
| Western Digital Corporation | Director | 2014–2019; 2020–2022 | Prior public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee held 7 meetings in 2024 .
- Independence: Determined independent under Nasdaq rules; Audit Committee members meet heightened SEC independence standards .
- Attendance: All directors during 2024 attended ≥90% of Board and committee meetings; Board held 38 meetings .
- Audit Committee expertise and remit (selected items): Oversees independent auditor (PwC), financial reporting, internal controls, cybersecurity, data privacy, internal audit, Code of Ethics compliance, sustainability reporting controls .
- Financial expert designation: Price, Di Piazza, Lowe, Merchant designated “Audit Committee Financial Expert” .
- Independent director executive sessions occur at least twice per year per Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Board Member Cash Retainer | $125,000 | Standard board service cash retainer |
| 2024 Audit Committee Chair Retainer | $40,000 | Committee service retainer for Audit Chair |
| 2024 Equity Grant (RSUs) – Standard Value | $220,000 | RSUs granted June 5, 2024; vest 100% earlier of 1-year or 2025 Annual Meeting |
| 2025 Program Changes (Board Member) | Cash $105,000; RSUs $240,000 | Shift more pay to equity to align with stockholders |
| Paula A. Price – 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $165,000 |
| Stock Awards (grant-date fair value) | $221,610 |
| All Other Compensation | $63,988 |
| Total | $450,598 |
Other compensation details:
- Olympics Hospitality Program and associated tax reimbursements: $20,511 hospitality; $23,362 tax reimbursements; $20,000 matched charitable contribution .
- Deferred compensation elections: Price elected to defer settlement of her 2024 annual RSU grant under the Director Incentive Plan .
Performance Compensation
| Equity Type | Grant Date | Number of RSUs | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director) | June 5, 2024 | 26,700 | 100% vest on earlier of 1-year anniversary or 2025 Annual Meeting, subject to continued service | None; time-based RSUs for directors (no performance conditions) |
Note: WBD director equity is time-based RSUs; no PSU/option performance metrics apply to non-employee directors .
Other Directorships & Interlocks
- Current boards: Mondelez, Bristol Myers Squibb, Accenture (see table above) .
- WBD disclosed commercial relationships with SoFi (advertising), Angi (advertising), and Wiz (cybersecurity SaaS); these relate to other directors (Noto, Levin, Merchant) and do not involve Price .
- Related person transactions disclosed include certain family employment and indemnification payments for other parties; Price is not named in these disclosures .
Expertise & Qualifications
- CFO and accounting leadership (Macy’s, Ahold USA, CVS Caremark) with >30 years in corporate finance and strategy .
- Certified Public Accountant .
- Audit Committee Financial Expert as designated by the Board .
- Education: BS (DePaul University), MBA (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (% of class) | <1% |
| Deferred RSUs and Notional Shares (Deferred Accounts) | 62,530 |
| Unvested RSUs (as of 12/31/2024) | 26,700 |
| Shares Beneficially Owned (table entry) | Not listed in beneficial shares column for Price |
| Shares Acquirable Within 60 Days | Not listed for Price |
| Director Stock Ownership Policy | 5× annual cash retainer; counts beneficial shares, unvested RSUs, deferred stock awards (excludes options) |
| Compliance Status | All directors had reached or were on track by 12/31/2024 |
Governance Assessment
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Strengths
- Independent Audit Chair with CPA credentials and CFO track record; designated financial expert improves oversight of reporting, controls, cybersecurity, and sustainability disclosures .
- High Board and committee attendance (≥90%) and robust committee meeting cadence (Audit: 7 in 2024) signal engagement and effectiveness .
- Director pay tilted to equity; 2025 program shifts further from cash to RSUs (aligns with stockholder interests) .
-
Potential concerns and red flags
- Tax reimbursements (“gross-ups”) provided in connection with Olympics Hospitality Program ($23,362) are shareholder-unfriendly signals, though small and event-specific .
- Beneficial ownership table does not list common shares owned outright for Price; alignment relies on unvested/deferred RSUs and policy compliance rather than direct holdings .
- Multiple outside boards increase time demands; however, attendance metrics and committee leadership mitigate engagement risk .
Overall, Price’s profile as a seasoned CFO, CPA, and Audit Committee Chair supports board effectiveness and risk oversight at WBD, with alignment mechanisms via RSUs and ownership policy; minor perquisite-related tax gross-ups are noteworthy but limited in scope .