Fumbi Chima
WILLIS TOWERS WATSONAbout Fumbi Chima
Independent director since 2022; age 50; currently Chair of the Corporate Governance & Nominating Committee and member of the Audit Committee. Background includes CIO leadership across retail, media, fashion, and financial services; BA in Politics and Philosophy from the University of Hull; recognized among Top 100 Women in STEM and Most Influential Black Executives. Determined independent under SEC/NASDAQ and WTW standards; attended at least 75% of Board/committee meetings in 2024; participated in the 2024 AGM; consulted by management on cybersecurity matters given her IT/security oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BECU (Boeing Employees’ Credit Union) | EVP & CIO | 2020–2023 | Led technology and information security oversight in financial cooperative context |
| Adidas AG | CIO | 2019–2020 | Enterprise technology leadership in global retail |
| Fox Networks Group | CIO | 2017–2019 | Media technology operations |
| Burberry Group plc | CIO | 2015–Jul 2017 | Fashion retail technology transformation |
| Walmart, Inc. | CIO — Asia; leadership roles | 2014–2015; 2010–2014 | Regional CIO; broader technology leadership |
| American Express Co. | VP Corporate Systems | 2006–2010 | Payments/financial systems leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Whitbread plc (public) | Director | Current | British hospitality board service |
| AZEK Company, Inc. (public) | Director | Nov 2020–Sep 2023 | Building products; prior public board |
| Ted Baker plc (public, delisted Oct 2022) | Director | Aug 2021–Sep 2022 | Fashion retail; prior public board |
| Africa Prudential plc (public) | Director | Aug 2020–Mar 2022 | Investor services; prior public board |
| Global Sources Ltd. | Director | Sep 2016–Sep 2017 | B2B media; Greater China focus |
| SAP Executive Advisory | Advisor | 2019–2020 | Technology advisory |
| Apptio EMEA Advisory | Advisor | 2020 | Technology advisory |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Audit. Not on Risk & Operational Oversight; nonetheless consulted on cybersecurity topics due to expertise .
- Independence: All directors except CEO determined independent; committees comprised solely of independent directors .
- Attendance/engagement: All directors met ≥75% attendance in 2024; all participated in the 2024 AGM; Board held 8 formal meetings; Audit & Risk met 4; Governance met 4; HCC met 5; Operational Transformation met 4 (expired Dec 31, 2024) .
- Shareholder votes (director election): 2024 AGM votes for Chima 86,843,548; 2025 AGM votes for Chima 87,344,527; both elections approved .
- Governance practices: No hedging or pledging; majority voting standard; proxy access; tenure guidelines (12-year limit unless Board determines otherwise) .
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Chima) |
|---|---|---|
| Annual cash retainer | $125,000; payable 100% in equity at director’s election | $12,500 cash; elected majority in equity |
| Equity retainer (RSUs) | $220,000 RSUs; vest in full at earlier of one-year from grant or next AGM | $345,000 share awards (reflects base fee equity election) |
| Committee chair fee | Governance Chair: $20,000 cash (increased by $7,500 in 2024) | Included in fees |
| Meeting fees | Not disclosed (none indicated) | Not disclosed |
Notes:
- On May 22, 2024, Chima received 1,345 RSUs in connection with her base director fee equity election; vest schedule as above .
- Director ownership guidelines: 5x cash retainer ($625,000) within 8 years; Chima has satisfied this requirement .
Performance Compensation
- No performance-conditioned equity or cash metrics are disclosed for non-employee directors; RSUs are time-based and vest at the earlier of one year from grant or next AGM .
| Metric tied to director pay | Weighting/Target | Outcome |
|---|---|---|
| Performance metrics (e.g., revenue, EBITDA, TSR) | Not applicable for director compensation | None disclosed |
| Equity Award Detail (2024) | Grant date | Instrument | Shares | Vesting |
|---|---|---|---|---|
| Annual/elected equity | May 22, 2024 | RSUs | 1,345 | Full vest at earlier of one year or 2025 AGM |
Other Directorships & Interlocks
- Current public board: Whitbread plc. Prior public boards include AZEK, Ted Baker (delisted), Africa Prudential; plus Global Sources (non-U.S.) .
- Interlocks/conflicts: No related-person transactions involving Chima disclosed; Board’s Audit Committee reviews any related-person transactions; 2024 disclosure notes only BlackRock-related services; none other required under Item 404 .
Expertise & Qualifications
- Information technology and cybersecurity oversight; executive leadership; international business; technology risk oversight; diversity and inclusion advocacy .
- Awards: Top 100 Women in STEM; Most Influential Black Executives; Trailblazer Award; IT Leader of the Year .
Equity Ownership
| Holder | Shares Owned | RSUs Outstanding | Notes |
|---|---|---|---|
| Fumbi Chima | 1,620 | 1,345 | Meets director ownership guideline; transfers restricted while serving |
- Ownership % of shares outstanding (approx.): 1,620 / 102,257,774 ≈ 0.0016% at 2024 record date; RSUs unvested until earlier of one-year or next AGM .
Governance Assessment
- Strengths: Independence and multi-sector CIO background directly relevant to WTW’s technology and cybersecurity risk oversight and governance; chairs Governance Committee and serves on Audit; high shareholder support in director elections; satisfied ownership guidelines; prohibited from hedging/pledging, aligning incentives with shareholders .
- Engagement signals: Management consulted with Chima on cybersecurity matters outside formal committee assignments, indicating deep involvement on operational risk topics .
- Compensation alignment: Director pay mix emphasizes equity (RSUs), with ability to elect cash retainer in equity; Governance Chair fee modest; policy refreshed in 2024 to align with market and committee restructuring .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, attendance thresholds met, and strong say-on-pay support in 2024 (~90%) and 2025 (approved) .