Brenda Lauderback
WOLVERINE WORLD WIDE INC /DE/About Brenda J. Lauderback
Independent director since 2003; age 74; Governance Committee Chair and Audit Committee member. Former President of Nine West Group’s Wholesale and Retail Group and US Shoe’s Wholesale & Manufacturing Division, with 25+ years in footwear/apparel and retail; BS in Marketing from Robert Morris University. Current external roles include Chair of Denny’s Corporation (director since 2005; Chair since 2016) and director at Sleep Number Corporation (since 2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nine West Group, Inc. | President, Wholesale and Retail Group | 1995–1998 | Led merchandising, marketing, product development and manufacturing in footwear/apparel |
| US Shoe Corporation | President, Wholesale & Manufacturing Division | 1993–1995 | Managed operations with responsibility for offices in China, Italy, Spain; global supply chain |
| Dayton Hudson Corp. (Target) | Various roles incl. VP/GM Shoes, Accessories, Children’s | 1975–1993 | Built deep retail expertise across merchandising and category leadership |
External Roles
| Organization | Role | Tenure/Start | Committees/Notes |
|---|---|---|---|
| Denny’s Corporation | Board Chair; Director | Director since 2005; Chair since 2016 | Public company governance; consumer/retail board leadership |
| Sleep Number Corporation | Director | Since 2004 | Public company governance; retail exposure |
| Big Lots, Inc. (prior) | Director (former) | 1998–2015 | Prior board experience; retail exposure |
Board Governance
- Committee assignments: Governance Committee Chair; Audit Committee member .
- Independence: Board determined Lauderback is independent under NYSE standards and Company Director Independence Standards .
- Attendance: All directors attended at least 75% of Board (6 meetings in 2024) and committee meetings; all attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met regularly in separate executive sessions chaired by the Independent Chairman .
- Risk oversight: Audit Committee oversees financial reporting, cybersecurity/data privacy; Governance Committee oversees related person transactions and ESG .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Cash fees (FY 2024) | $122,000 | Aggregate cash paid for Board and committee service |
| RSU grant (FY 2024) | $145,000 | Granted May 2024; RSUs vest one year from grant; directors may defer settlement |
| Total director compensation (FY 2024) | $267,000 | Cash + RSUs |
| Program schedule (FY 2024) | Annual Director Fee $80,000; Audit Committee $15,000; Audit Chair $25,000; Compensation & Human Capital $12,000; its Chair $20,000; Governance $12,000; its Chair $20,000; Chairman of the Board cash $145,000 and RSUs $255,000 (in lieu of standard grants) | Program unchanged vs 2023 |
Performance Compensation
- No performance-based director equity; non-employee directors receive time-vested RSUs (one-year vest for 2024 grants). Company does not grant annual stock options to directors; any option balances are legacy grants prior to 2018 .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Denny’s Corporation | Low direct conflict | Restaurant chain; no disclosed related-party transactions with WWW |
| Sleep Number Corporation | Low direct conflict | Consumer durables/retail; no disclosed related-party transactions with WWW |
Related-party screening: Since Dec 31, 2023, Company reports no “related person” transactions with directors or 5% holders; Governance Committee reviews/approves any Interested Transactions per policy .
Expertise & Qualifications
- Footwear/Apparel and Retail operating expertise; merchandising, marketing, product design/manufacturing .
- Public company governance; board leadership as Chair of Denny’s; long-tenured director at Sleep Number .
- Global supply chain and international business exposure through roles at US Shoe and Nine West .
- Board skills matrix: Lauderback contributes Brand Building, Retail, Footwear/Apparel, Global Supply Chain, International Business, Public Company Governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 145,311 shares | Includes deferred stock units and exercisable/near-term vesting awards; <1% of class |
| Deferred stock units (sole voting/investment power) | 103,201 | As of March 3, 2025 |
| Stock options & RSUs vesting within 60 days | 42,110 | As of March 3, 2025 |
| Options outstanding (12/28/2024) | 28,795 | Legacy option awards outstanding |
| RSUs held (12/28/2024) | 13,315 | Director RSUs granted May 2024 |
| Director ownership guidelines | 6x annual cash retainer | All non-employee directors in compliance in 2024 |
| Hedging/pledging policy | Prohibited for directors | No hedging or pledging of Company stock; no short sales or margin accounts |
Governance Assessment
- Committee leadership: As Governance Committee Chair and Audit member, Lauderback is central to ESG oversight, director evaluations, related person transactions review, and financial/cyber risk oversight—supportive of board effectiveness .
- Independence and attendance: Independent status and disclosed attendance threshold met support investor confidence in engagement and oversight quality .
- Pay and alignment: Director pay mix balanced between cash and annual RSUs; time-vested equity and strong ownership guidelines (6x cash retainer) reinforce alignment; program unchanged YoY indicates discipline .
- Conflicts/related parties: Company discloses no related-person transactions; formal policy governs any potential Interested Transactions; compensation committee interlocks none—reducing conflict risk .
- Risk indicators: Hedging/pledging prohibited; no director-related red flags disclosed; strong say-on-pay support (94% in 2024) indicates broad shareholder approval of compensation governance practices .
RED FLAGS: None disclosed specific to Lauderback: no related-party transactions; compliance with ownership guidelines; no hedging/pledging; no committee interlocks. Continue monitoring future proxies and Form 4 filings for changes in equity holdings or policy exceptions .