Ronald Williams
About Ronald Williams
Ronald Williams, age 75, has served on Warby Parker’s board since August 2021 and was appointed Lead Director in August 2024. He is the former Chairman and CEO of Aetna Inc. (2006–2010), holds a BA from Roosevelt University and an MBA from MIT Sloan, and brings extensive public-company leadership and board experience; he currently serves as an operating advisor to Clayton, Dubilier & Rice and sits on the boards of agilon health, Inc. and Mosaic Health . As Lead Director, he presides over executive sessions, approves agendas, and acts as liaison between independent directors and the Co-CEOs/Co-Chairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna Inc. | Chairman & CEO | 2006–2010 | Led large public insurer; deep governance and operational oversight |
| The Boeing Company | Director (former) | Not disclosed | Large-cap industrial board experience |
| American Express | Director (former) | Not disclosed | Global financial services governance |
| Johnson & Johnson | Director (former) | Not disclosed | Healthcare/consumer health governance |
| Envision Healthcare | Director (former) | Not disclosed | Healthcare services oversight |
| naviHealth, Inc. | Director (former) | Not disclosed | Care management oversight |
| apree health (Castlight/Vera) | Director (former, private) | Not disclosed | Digital health governance |
| Millennium Physician Group | Director (former, private) | Not disclosed | Physician group governance |
| President’s Management Advisory Board (Obama Admin.) | Member | 2011–2017 | Federal management advisory experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| agilon health, Inc. | Director | Current public company directorship |
| Mosaic Health | Director | Current board role (entity not specified as public) |
| Clayton, Dubilier & Rice | Operating Advisor | Private equity operating advisor |
| The Conference Board | Chairman | Business think tank leadership |
| National Academies (President’s Circle) | Member | National science policy engagement |
| American Academy of Arts and Sciences | Elected Member | Recognition for leadership |
Board Governance
- Independence: The board determined Ronald Williams is independent under NYSE listing standards .
- Roles: Lead Director (appointed Aug 2024) and Chair, Nominating & Corporate Governance Committee .
- Committees: Not listed as a member of Audit or Compensation in 2024–2025; chairs Nominating & Corporate Governance .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board met 4 times; Nominating & Corporate Governance Committee met 3 times .
- Executive sessions: Non-management directors meet in executive session, presided over by the Lead Director .
- Risk oversight context: Audit oversees financial/cyber risks; Compensation oversees comp risk; Nominating & Corporate Governance oversees governance and ESG/public benefit; Lead Director coordinates independent oversight .
Fixed Compensation
Director compensation structure and 2024 actuals.
- Policy (structure):
- Annual cash retainer: $75,000; Lead Director additional $15,000; Committee chair retainers: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000; ability to convert cash retainers into RSUs; annual fully vested RSUs sized at $225,000 divided by 30-day average price; optional deferral compliant with 409A .
- 2024 Actual (Williams):
- Williams elected to receive RSUs in lieu of 100% of cash compensation and elected to defer RSUs; fees are still shown as “fees earned” for policy transparency .
| Component | FY2024 Amount |
|---|---|
| Fees earned (cash or RSU-in-lieu) ($) | $93,959 |
| Stock awards – fully vested RSUs ($) | $253,449 |
| Total ($) | $347,408 |
Additional RSU detail for 2024:
- Annual meeting grant: 14,793 fully vested RSUs (June 2024) .
- RSUs in lieu of cash: 4,931 (June 2024), 790 (Aug 2024), 415 (Oct 2024); Williams deferred these RSUs .
Performance Compensation
- Structure: Non-employee director equity is granted as fully vested RSUs (not performance-conditioned); the standard annual grant target is $225,000 (shares determined by 30-day average price) . No performance metrics or options are used for director pay at WRBY; none of the non-employee directors held unvested stock awards or options at year-end 2024 .
- 2024 Grants (Williams):
- Annual meeting RSUs: 14,793 (fully vested) .
- Additional RSUs issued in lieu of cash retainers (fully vested; election to defer): 4,931; 790; 415 .
Other Directorships & Interlocks
| Company | Current/Past | Role | Potential Interlock Relevance |
|---|---|---|---|
| agilon health, Inc. | Current | Director | Healthcare; no WRBY competitive overlap disclosed |
| Mosaic Health | Current | Director | Health entity; no WRBY overlap disclosed |
| The Boeing Company | Past | Director | Industrial; no WRBY overlap disclosed |
| American Express | Past | Director | Financial services; no WRBY overlap disclosed |
| Johnson & Johnson | Past | Director | Healthcare products; past role only |
| Envision Healthcare | Past | Director | Healthcare services; past role only |
| naviHealth, Inc. | Past | Director | Healthcare navigation; past role only |
| apree health | Past | Director | Private digital health; past role only |
| Millennium Physician Group | Past | Director | Private physician network; past role only |
No related-party transactions involving Williams are disclosed in the proxy’s related-party section (which details other items such as the Impact Foundation donation and founder share pledges) .
Expertise & Qualifications
- Former Chairman & CEO of Aetna; extensive public company leadership with P&L and regulatory experience .
- Operating advisor to a leading private equity firm (CD&R); strategic and transformational expertise .
- Recognized governance and policy leader (Chairman of The Conference Board; National Academies President’s Circle; American Academy of Arts & Sciences) .
- Education: BA, Roosevelt University; MBA, MIT Sloan .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 92,434 Class A shares (<1% of class; <1% total voting power) |
| Ownership breakdown | 83,261 Class A shares direct; 9,173 in a trust where he has shared voting/dispositive power |
| Vested vs unvested | No unvested director stock awards or options outstanding for non-employee directors as of 12/31/2024 |
| Shares pledged | None disclosed for Williams (pledging disclosed for founders only) |
| Hedging/pledging policy | Hedging prohibited; pledging generally prohibited except with Audit Committee pre-approval for Section 16 insiders |
Governance Assessment
- Strengths:
- Independent Lead Director with clear responsibilities and active committee leadership (Chair, Nominating & Corporate Governance), enhancing independent oversight and succession/governance processes .
- Independence affirmed by the board; robust attendance standard met in 2024 (≥75%) .
- Director compensation aligned with shareholders via equity; ability to defer RSUs indicates long-term alignment; no excessive perquisites or tax gross-ups; independent compensation consultant engaged (Semler Brossy) with no conflicts .
- No Williams-specific related-party transactions or pledging disclosed, reducing conflict risk .
- Shareholder support signal: company’s 2024 Say-on-Pay received over 99% approval, reflecting broad investor confidence in compensation governance (company-wide indicator) .
- Watch items:
- Multiple external commitments (public boards and advisory roles) warrant routine monitoring for time/overboarding risk; the proxy does not indicate any impairment of effectiveness or independence .
- Company-wide hedging/pledging policy allows pledging with Audit Committee pre-approval for Section 16 insiders (no Williams pledging disclosed) .
No RED FLAGS identified for Ronald Williams based on the latest proxy: independent status, leadership role, strong attendance/engagement, equity alignment, and no related-party issues disclosed .