Jeffrey Boromisa
WOLVERINE WORLD WIDE INC /DE/About Jeffrey M. Boromisa
Independent director of Wolverine World Wide (WWW), age 70, serving since 2006, and currently Audit Committee Chair and Governance Committee member. He is a retired Kellogg Company executive with deep finance, international operations, and audit leadership experience, including service as Kellogg’s CFO (2004–2006), EVP Kellogg International (2007–2009), President Asia Pacific (2007–2008), and President Latin America (2008–2009). He holds a BA in Accounting from Michigan State University, completed graduate courses at Thunderbird, and is a CPA and AICPA member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Chief Financial Officer | 2004–2006 | Led strategic planning, budgeting, forecasting, risk and governance for a global enterprise . |
| Kellogg Company | Executive Vice President, Kellogg International | 2007–2009 | Senior leadership of international operations; member of Global Leadership Team . |
| Kellogg Company | President, Asia Pacific | 2007–2008 | Led regional operations; international business and supply chain oversight . |
| Kellogg Company | President, Latin America | 2008–2009 | Led regional operations; brand building and market execution . |
| Kellogg Company | Senior Vice President; Global Leadership Team member | 2004–2009 | Enterprise-wide leadership; finance and governance expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haworth International, Inc. | Board member | Not disclosed | Audit Committee Chair; audit governance leadership . |
| Hawaii Pacific University | Trustee | Not disclosed | Vice-Chair of Finance & Investment Committee; oversight of investment and finance . |
| Public company directorships | None | — | No current public boards, reducing interlock risks . |
Board Governance
- Independence: Determined independent under NYSE and company standards; serves as Audit Committee Chair and Governance Committee member .
- Audit Committee financial expert: Designated “audit committee financial expert” along with William Gerber under SEC rules .
- Attendance: All directors attended at least 75% of Board (6 meetings in 2024) and committee meetings; all attended the 2024 annual meeting .
- Committee workloads in 2024: Audit (6), Compensation & Human Capital (7), Governance (5). Independent directors met regularly in executive session .
- Audit Committee scope includes financial reporting integrity, enterprise risk, cybersecurity/data privacy and AI oversight; quarterly cyber risk reporting; audit committee report signed by Boromisa as Chair .
- Related party and conflicts: No related-person transactions since Dec 31, 2023; robust related person transactions policy with Governance Committee oversight .
Fixed Compensation (Non-Employee Director Pay – FY2024)
| Component | Amount | Detail |
|---|---|---|
| Annual Director Cash Fee | $80,000 | Standard non-employee director retainer . |
| Audit Committee Chair Fee | $25,000 | Chair premium . |
| Audit Committee Member Fee | $15,000 | Committee membership . |
| Governance Committee Member Fee | $12,000 | Committee membership . |
| Total Cash Fees (Boromisa) | $132,000 | Sum of components above . |
| RSU Grant (Grant-date value) | $145,000 | Granted May 2024; vests one year from grant; settlement may be deferred . |
| Total FY2024 Director Compensation (Boromisa) | $277,000 | Cash $132,000 + RSUs $145,000 . |
| Program Change YoY | Unchanged | FY2024 program remained unchanged from FY2023 . |
Performance Compensation (Director)
| Metric | Weighting | Goal Structure | Notes |
|---|---|---|---|
| None (Director equity is time-based RSUs) | — | — | Director RSUs are time-vested only; no performance metrics disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Compensation Committee interlocks (company-wide) | None in FY2024; no insider participation/conflicts disclosed . |
| Related-party transactions | None since Dec 31, 2023 . |
Expertise & Qualifications
- Finance and governance: 25 years in financial roles at Kellogg culminating as CFO; audit leadership credentials; CPA and AICPA member .
- International operations: Controller in Mexico; led Asia Pacific and Latin America divisions; deep global supply chain experience .
- Board/audit leadership: Chairs WWW Audit Committee; audit chair at Haworth; vice-chair finance & investment at Hawaii Pacific University .
- Additional skills noted by the Board: Brand building, marketing, public company governance, global supply chain, retail/footwear exposure .
Equity Ownership
| Ownership Category | Shares/Units | Notes |
|---|---|---|
| Deferred Stock Units (sole voting/investment power) | 71,355 | Company DSU accounts reflect deferred fees converted to stock units . |
| Shared voting/investment power | 162,181 | Joint ownership/trust/related arrangements . |
| Stock options and RSUs vesting within 60 days | 42,110 | Included in total beneficial ownership . |
| Total beneficial ownership | 275,646 | Less than 1% of shares outstanding (*) . |
| Options outstanding | 28,795 | Legacy options granted prior to 2018 for directors . |
| RSUs held at Dec 28, 2024 | 47,338 | Includes 34,023 fully vested RSUs deferred to later settlement . |
| Director stock ownership guideline | 6x annual cash retainer | All non-employee directors in compliance during 2024 . |
| Hedging/pledging | Prohibited | Hedging, pledging, short sales restricted by Insider Trading Policy . |
(*) Less than 1% of class, per company table methodology .
Governance Assessment
- Strengths: Long-tenured independent director with deep finance and international credentials; Audit Chair and SEC “financial expert” designation; strong committee attendance and engagement; audit scope includes cybersecurity and AI risk oversight; no related-party transactions; board has independent Chairman .
- Alignment: Director pay mix balanced between cash fees for committee responsibilities and time-vested RSUs; directors subject to robust 6x retainer ownership guideline; hedging/pledging prohibited; director compensation program unchanged YoY, suggesting stability .
- Shareholder signals: 2024 say-on-pay support at ~94% indicates broad investor endorsement of compensation governance framework (context for board oversight) .
- Red flags: None disclosed—no related-party transactions; no comp committee interlocks; no pledging permitted by policy .
Overall: Boromisa’s audit leadership, financial expertise, and independence support board effectiveness and investor confidence, with low conflict risk and clear ownership alignment standards .