Rilla Delorier
About Rilla Delorier
Rilla Delorier (age 58) is an independent director of WisdomTree, Inc. (WT) since August 2023, with 30+ years of banking leadership focused on digital transformation, strategy, marketing, customer acquisition, operations, and cybersecurity oversight. She holds a B.S. from the University of Virginia and an M.B.A. from Harvard Business School, and previously served as EVP/Chief Strategy & Digital Transformation Officer at Umpqua Bank, senior executive roles at SunTrust, and CMO roles at PNC Advisors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Umpqua Bank | EVP, Chief Strategy & Digital Transformation Officer | Apr 2017 – Aug 2020 | Led digital transformation and strategy execution |
| SunTrust Bank | Executive VP leading Retail Bank; Chief Marketing Officer; Wealth Mgmt Marketing Director | Feb 2006 – Feb 2016 | Retail leadership, marketing, customer acquisition |
| PNC Advisors | Chief Marketing Officer and other roles | 1999 – 2006 | Marketing leadership; strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlantic Union Bankshares Corporation (NYSE: AUB) | Director | Since Jun 2022 | Regional bank board service |
| Coastal Financial Corporation (Nasdaq: CCB) | Director | Since Nov 2020 | Community bank; BaaS leadership |
| Nymbus, Inc. (private) | Director | Since Nov 2020 | Banking technology solutions |
| Central City Concern (nonprofit) | Director | Since Jun 2018 | Homelessness-focused nonprofit |
Board Governance
- Independence: WT’s Board is a substantial majority independent; all directors except the CEO are independent. Delorier is an independent director .
- Committee assignments: Compensation Committee Chair (joined Oct 2024, became Chair Jan 2025); Nominating & Governance Committee Member (joined Jan 2025); Technology Strategy Committee Member (formed Jan 2025) .
- Board leadership & executive sessions: Separate Chair (Smita Conjeevaram) and CEO roles; independent directors meet in executive session regularly .
- Attendance: Board held 13 meetings in 2024 with 99% aggregate attendance; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Over-boarding limits: Directors may serve on up to four public company boards; audit committee members on no more than three audit committees. Delorier’s public boards (WT, AUB, CCB) are within policy .
Fixed Compensation
Director compensation structure (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly |
| Annual equity (RS or DRSU) | $100,000 | Grants at first Board mtg post-annual meeting; 1-year vest |
| Chair of Board additional cash | $110,000 | Applies to Chair, not Delorier |
| Committee cash retainers – Audit (Chair/Member) | $25,000 / $12,500 | Paid quarterly |
| Committee cash retainers – Compensation (Chair/Member) | $40,000 / $15,000 | Paid quarterly |
| Committee cash retainers – Nominating & Governance (Chair/Member) | $15,000 / $7,500 | Paid quarterly |
| Annual Meeting Committee (Chair/Member) | $12,500 / $7,500 | Committee existed in 2024 |
| Technology Strategy Committee (Chair/Member) | $15,000 / $7,500 | Formed Jan 2025; no 2024 payments |
Rilla Delorier – actual 2024 director compensation:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 111,430 | 99,997 (10,152 restricted shares granted 6/12/2024) | 211,427 |
Performance Compensation
- WT non-employee director equity is time-based; there are no performance options or PRSUs for directors. As Compensation Committee Chair, Delorier oversees the NEO incentive program and metrics.
2024 NEO incentive program – actual performance and funded payout overseen by Compensation Committee:
| Performance Metrics | Weight | Target | Target Payout ($000s) | 2024 Actuals | Funded % | Funded Payout ($000s) |
|---|---|---|---|---|---|---|
| Net inflows (ex-gold ETP flows) | 4.688% | $7,486,000 | 680 | $843,000 | 11.3% | 77 |
| Annualized RRR from Flows | 4.688% | $30,100 | 680 | $1,900 | 6.2% | 42 |
| Total revenues | 18.750% | $326,600 | 2,720 | $422,600 (FX and SEC settlement adjustments) | 113.4% | 3,084 |
| Adjusted operating income (ex-bonus) | 18.750% | $156,100 | 2,720 | $183,100 | 134.6% | 3,661 |
| Adjusted operating margin (ex-bonus) | 18.750% | 39.4% | 2,720 | 43.3% | 119.9% | 3,261 |
| Relative TSR (Traditional Asset Manager Peer Group) | 9.375% | 7 of 13 | 1,360 | 3 of 13 | 200.0% | 2,720 |
| Total – Performance | 75.00% | — | 10,880 | — | 118.1% | 12,845 |
| Total – Qualitative | 25.00% | — | 3,627 | — | 118.1% | 4,283 |
| Total Pool | — | — | 14,507 | — | 118.1% | 17,128 |
Compensation program best practices include annual say-on-pay, robust stock ownership guidelines, clawback policy, independent consultant (FW Cook), and prohibition of pledging/hedging/short sales/derivatives; no tax gross-ups .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards held | AUB; CCB |
| Over-boarding compliance | Within WT policy (≤4 boards) |
| Compensation Committee interlocks | None; no insider participation and no disclosed interlocks in 2024 |
| Related party transactions | None requiring disclosure since Jan 1, 2024 (beyond noted Series A Preferred stock repurchase with ETFS Capital unrelated to Delorier) |
Expertise & Qualifications
- Digital transformation, marketing, customer acquisition, operations, cybersecurity oversight; executive leadership across financial services .
- Skills matrix: Corporate governance; executive leadership; financial services/asset management; IT/cyber oversight; digital transformation/marketing .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rilla Delorier | 21,980 | ~0.015% (21,980 / 147,031,590) | Includes 10,152 restricted shares vesting within 60 days; voting power retained |
| Ownership guidelines | 5x base retainer for non-employee directors | — | As of Nov 30, 2024, Delorier not yet in compliance; policy restricts sales until compliant, with committee waiver discretion |
| Hedging/pledging | Prohibited for directors (short sales, derivatives, hedging, pledging; margin accounts require Audit Committee approval) | — | Alignment policy strong |
Say-On-Pay & Shareholder Feedback
| Year/Meeting | Say-on-Pay For % | Notes |
|---|---|---|
| 2024 Annual Meeting | ~88% For | Strong support for NEO compensation approach |
| 2025 Annual Meeting | 89.76% For | Quorum 84.19%; all nine directors elected |
Governance Assessment
- Strengths: Independent director chairing Compensation Committee post-refresh; all standing committees are fully independent with recent chair rotations; strong Board oversight of risk, cybersecurity, and emerging technology via Technology Strategy Committee; majority voting standard; robust stock ownership guidelines and clawback policy; investor support on say-on-pay in 2024 and 2025 .
- Engagement/Attendance: Board and committees had 99% aggregate attendance in 2024; each director ≥75%; all directors attended the 2024 annual meeting, indicating strong engagement .
- Compensation oversight: Delorier’s chair role over a metric-heavy plan (revenues, adjusted operating income/margin, relative TSR) aligns pay with performance; 2024 pool funded at 118.1% with TSR at 200% weighting outcome .
- Potential conflicts/interlocks: None disclosed; related party transaction review centralized in Audit Committee; no compensation interlocks .
- RED FLAGS:
- Ownership guideline compliance: As of Nov 30, 2024, Delorier was among directors not yet meeting the 5x retainer guideline (typical for newer directors), which may raise near-term alignment questions, mitigated by sale restrictions until compliance .
- Multi-board commitments: Currently within WT’s strict over-boarding limits; monitor time demands across WT, AUB, and CCB as she chairs WT’s Compensation Committee .
- Signals of confidence: Strong say-on-pay approvals; independent compensation consultant; no hedging/pledging; clear prohibition of tax gross-ups and excessive perks .