Kathleen Wilson-Thompson
WOLVERINE WORLD WIDE INC /DE/About Kathleen Wilson-Thompson
Retired executive and seasoned CHRO with deep human capital, legal, and governance expertise; age 67; joined the WWW Board in 2021. Education includes BA in English Literature (University of Michigan) and JD/LLM in Corporate and Finance Law (Wayne State University), underscoring fluency in compensation, compliance, and governance matters. Currently serves as an independent director, chairing the Compensation & Human Capital Committee and sitting on the Governance Committee. Other public boards: Tesla (since 2019) and McKesson (since 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance | EVP & Global Chief Human Resources Officer | 2014–2021 | Led global HR strategy and execution across a multinational retail enterprise. |
| Walgreens Boots Alliance | SVP & Chief Human Resources Officer | 2010–2014 | Senior HR leadership across corporate and international operations. |
| Kellogg Company | Senior Vice President, Global Human Resources; prior legal and operational roles | 1992–2010 | Built global HR capabilities; legal and operational experience in a large multinational. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | Director | Since 2019 | Public company governance experience; committee details not disclosed in WWW proxy. |
| McKesson Corporation | Director | Since 2022 | Public company governance experience; committee details not disclosed in WWW proxy. |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee; Member, Governance Committee. The Compensation Committee met 7 times and the Governance Committee met 5 times in 2024, indicating substantive engagement.
- Independence: Determined independent under NYSE and Company standards; all Board committees are fully independent.
- Attendance: All directors attended at least 75% of Board (6 meetings) and committee meetings for periods served, and attended the 2024 annual meeting. Independent directors met regularly in executive sessions at each scheduled Board meeting.
- ESG oversight: Governance Committee oversees ESG risks, programs, and disclosures and coordinates with Compensation and Audit committees.
- Compensation Committee governance: Utilizes independent consultant FW Cook; independence affirmed, no conflicts; 2024 fees $151,039. Committee report signed by Wilson‑Thompson as Chair.
- Interlocks/related-party: No compensation committee interlocks or insider participation; no related person transactions since 12/31/2023.
Fixed Compensation (Director)
| Component | FY2024 Amount | Details |
|---|---|---|
| Annual Director Fee (cash) | $80,000 | Standard non-employee director cash retainer. |
| Committee Membership Fees | $24,000 | Governance Committee membership $12,000; Compensation Committee membership $12,000. |
| Committee Chair Fee | $20,000 | Compensation and Human Capital Committee Chair. |
| Total Cash Fees Earned | $124,000 | Sum of annual fee + memberships + chair fee. |
| RSU Grant (annual) | $145,000 | Granted May 2024; 13,315 RSUs; vest one year from grant; settlement may be deferred. |
| 2024 Director Compensation Total | $269,000 | Cash $124,000 + RSUs $145,000. |
Performance Compensation (Director)
| Element | Metrics | Terms |
|---|---|---|
| Performance-based equity | None | WWW director equity is time-vested RSUs; no performance-contingent director awards disclosed. |
Other Directorships & Interlocks
| Company | Relationship to WWW | Note |
|---|---|---|
| Tesla, Inc. | External directorship | No related-person transactions at WWW; independence affirmed; no disclosed interlocks. |
| McKesson Corporation | External directorship | No related-person transactions at WWW; independence affirmed; no disclosed interlocks. |
Expertise & Qualifications
- Human capital management, legal, and finance expertise; extensive retail and international experience managing global workforces.
- Public company governance across complex, regulated industries (Tesla, McKesson).
- Board skills matrix indicates governance, finance, international business, retail/brand-building competencies across WWW Board; Wilson-Thompson contributes legal and human capital depth.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,315 | Includes options/RSUs vesting within 60 days; less than 1% of class. |
| RSUs held (total) | 33,113 | Director RSUs outstanding at FY2024 year-end. |
| Vested RSUs (deferred) | 19,798 | Fully vested RSUs deferred to a future settlement date. |
| Options outstanding | None | No option awards outstanding for Wilson‑Thompson. |
| Ownership guidelines | 6× annual cash retainer | All non-employee directors in compliance during 2024. |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging, pledging, short sales, margin accounts. |
Governance Assessment
- Strengths: Independent director; chairs a critical committee (Compensation & Human Capital) with clear oversight of pay risk and human capital; robust attendance; strong stock ownership and anti-hedging/pledging policies; use of independent comp consultant; high 2024 say-on-pay support (94%). These factors support investor confidence and board effectiveness.
- Compensation oversight: Committee actively sets at-risk and variable-heavy NEO pay architecture, with PSU metrics balanced between Operating Profit (60%) and relative TSR (40%); clawback policy in place per NYSE Rule 10D-1.
- Conflicts/related party: No related person transactions; no compensation committee interlocks; independence affirmed under NYSE standards.
- RED FLAGS: None disclosed regarding attendance, hedging/pledging, related-party transactions, or tax gross-ups (Company policy: no excise tax gross-ups in post-2008 agreements).
Additional signals: Governance Committee ESG oversight and coordinated disclosures indicate maturing risk governance; WWW plans to disclose Scope 1–2 GHGs in 2025 and Scope 3 in 2026, which may influence future ESG-linked compensation considerations.