Richard W. Fisher
Director at WBD
Board
About Richard W. Fisher
Richard W. Fisher, age 76, is an Independent Director at Warner Bros. Discovery (WBD) since 2022, serving on the Compensation Committee and the Nominating and Corporate Governance Committee. He holds a BA from Harvard University and an MBA from Stanford University, and brings deep expertise in macroeconomic policy, global markets, risk oversight, and IT/cybersecurity governance from his leadership roles at the Federal Reserve and government service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Dallas | President & CEO | 2005–2015 | Chaired Federal Reserve IT Oversight Committee; instituted system-wide CIO oversight strengthening cybersecurity risk governance |
| Office of the U.S. Trade Representative | Deputy U.S. Trade Representative (Ambassador rank) | 1997–2001 | Led international trade policy development; geopolitical and regulatory expertise |
| Kissinger McLarty Associates | Vice Chairman & Managing Partner | 2001–2005 | Geopolitical consulting; macro risk insights |
| Barclays Plc | Senior Advisory | 2015–2024 | Capital markets and global finance advisory |
| Jefferies | Senior Advisor | 2024–Present | Investment banking advisory; market/finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tenet Healthcare | Director | 2017–Present | Current public company directorship |
| Beneficient Company Group | Director | 2023–Mar 2024 | Prior public company directorship (past five years) |
| AT&T Inc. | Director | 2015–2021 | Prior public company directorship |
| PepsiCo, Inc. | Director | 2015–2021 | Prior public company directorship |
| Jefferies | Senior Advisor | 2024–Present | External advisory role |
| Barclays Plc | Senior Advisory | 2015–2024 | External advisory role |
Board Governance
- Committee memberships: Compensation Committee (8 meetings in 2024) and Nominating & Corporate Governance Committee (10 meetings in 2024) .
- Independence and attendance: Designated Independent Director; Board and committees held 38 meetings in 2024; all incumbent directors attended ≥90% of scheduled meetings and attended the 2024 Annual Meeting .
- Ownership alignment: Board policy requires directors to hold 5× their annual cash retainer within five years; all directors at Dec 31, 2024 had reached or were on track; directors are in compliance or on track as of April 4, 2025 .
- Committee quality: Compensation Committee members are independent; no interlocks or insider participation in 2024 .
- Governance evolution: Directors now elected annually starting with 2025; proposal to allow stockholders with ≥20% voting power (1-year holding) to call special meetings; post-declassification, directors may be removed with or without cause by majority vote .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | 125,000 | Standard director cash retainer |
| Compensation Committee Member Retainer | 20,000 | Committee service fee |
| Nominating & Corporate Governance Committee Member Retainer | 10,000 | Committee service fee |
| Total Fees Earned (Cash) | 155,000 | Matches retainer sum |
| All Other Compensation | 36,030 | $19,456 Olympics hospitality; $11,574 tax reimbursement; $5,000 charitable match |
| Total 2024 Director Compensation | 412,640 | Cash + RSU fair value + other |
| Component (2025 program changes) | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | 105,000 | Reduced by $20,000 to increase equity weighting |
| Board Member Annual Equity Grant (RSUs) | 240,000 | Increased by $20,000; committee retainers unchanged |
Performance Compensation
| Equity Award (2024) | Grant Date | Fair Value ($) | Units (RSUs) | Vesting | Dividends | Cap |
|---|---|---|---|---|---|---|
| Annual RSU Grant | Jun 5, 2024 | 221,610 | 26,700 (unvested at 12/31/24) | 100% on earlier of one-year anniversary or 2025 Annual Meeting (service-based) | No dividend rights | $750,000 per director per year |
- Deferrals: WBD’s Non-Employee Directors Deferral Plan permits deferral of cash and/or equity, including investment in notional WBD shares; in 2024, Fisher is not listed among directors who elected deferrals (cash or RSU settlement) .
- Metrics: Director RSUs are time-based and not tied to performance metrics; no PSU awards disclosed for directors .
Other Directorships & Interlocks
| Entity | Relationship | Transaction/Exposure | 2024/2025 Amount |
|---|---|---|---|
| SoFi Technologies (CEO is Director Anthony Noto) | Customer (ad buys) | Commercial relationship at customary terms | ~$20 million 2024 revenue |
| Angi, Inc. (CEO interim was Director Joseph Levin) | Customer (ad buys) | Commercial relationship at customary terms | ~$1.8 million 2024 revenue (during Levin’s interim period) |
| Wiz, Inc. (President/CFO is Director Fazal Merchant) | Vendor (cybersecurity SaaS) | Commercial relationship at customary terms | ~$2.3 million anticipated 2025 spend |
- No related person transactions involving Richard W. Fisher are disclosed in the proxy’s related party section .
- Committee oversight: Nominating & Corporate Governance Committee reviews and approves related person transactions .
Expertise & Qualifications
- Macroeconomics/monetary policy thought leader with global regulatory and markets expertise; strengthens risk oversight in periods of international expansion .
- IT and cybersecurity oversight experience from chairing Federal Reserve IT Oversight Committee and implementing system-wide CIO governance .
- Education: Harvard BA; Stanford MBA .
Equity Ownership
| Holding (as of Apr 4, 2025) | Shares/Units | Notes |
|---|---|---|
| Shares owned directly | 18,764 | Sole voting power except as otherwise noted |
| Shares acquirable within 60 days | 26,700 | Unvested RSUs counted for guideline compliance |
| Total beneficial ownership | 45,464 | Less than 1% of class |
| Ownership as % of shares outstanding | ≈0.0018% | 45,464 / 2,473,835,609 shares outstanding |
| Deferred RSUs/Notional shares (Deferral accounts) | 16,106 | Counts toward ownership guidelines |
| Director ownership guideline | 5× annual cash retainer; 5-year window to reach | Directors in compliance or on track |
| Hedging/short sales policy | Prohibits directors from public puts/calls, other derivatives, and short sales | Hedging permitted for NEOs only with prior approval; directors subject to derivatives/short sale ban |
Insider Trades
| Filing Date | Period End | Form | Relationship | Source |
|---|---|---|---|---|
| Jun 5, 2025 | Jun 3, 2025 | Form 4 | Director | https://www.sec.gov/Archives/edgar/data/1287510/000143710725000135/xslF345X05/wk-form4_1749159504.xml; https://d18rn0p25nwr6d.cloudfront.net/CIK-0001437107/f806afdc-b85d-4c6d-94b2-15bd7c876056.xls |
Note: Director Form 4s typically reflect RSU vesting and tax withholding transactions for annual grants; consult the SEC filing for line-item transaction details .
Governance Assessment
- Board effectiveness: Active member of two fully independent committees with robust charters; strong attendance and engagement across Board (≥90% attendance and Annual Meeting participation in 2024) .
- Alignment: Meaningful skin-in-the-game via RSUs and direct holdings; subject to 5× retainer stock ownership policy and compliance/on-track status; director compensation shifted toward equity in 2025 to enhance alignment .
- Independence & conflicts: Independent status; no related-party transactions disclosed involving Fisher; external advisory roles at Jefferies/Barclays noted but no WBD transactions with those institutions disclosed in the proxy .
- Compensation structure: Transparent cash and equity mix; committee retainers match disclosed fees; director RSUs are time-based with a clear vesting schedule and an award cap; independent consultant (Pay Governance) engaged with no conflicts, and benchmarking supports changes .
- Risk indicators:
- Hedging/derivative and short-sale restrictions for directors reduce misalignment risk .
- Minor red flag: Tax reimbursement tied to Olympics Hospitality Program ($11,574 for Fisher), plus hospitality value ($19,456) and charitable match ($5,000); while disclosed and modest, tax gross-ups are generally shareholder-unfriendly and should be monitored for recurrence .