William Gerber
WOLVERINE WORLD WIDE INC /DE/About William K. Gerber
William K. Gerber (age 71) is an independent director of Wolverine World Wide, Inc. (WWW), serving since 2008, and currently sits on the Audit Committee and the Compensation and Human Capital Committee; the Board has designated him an “audit committee financial expert” under SEC rules . He is Managing Director of Cabrillo Point Capital LLC (since 2008), and previously served as EVP and CFO of Kelly Services, Inc. and held senior finance roles at L Brands, Inc.; he holds a BS in Economics and Finance from Wharton and an MBA in Finance from Harvard Business School . The Board has affirmatively determined he is independent under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelly Services, Inc. | EVP & Chief Financial Officer | 1998–2007 | Senior finance leadership; deep accounting/finance expertise |
| L Brands, Inc. | Vice President, Finance; Vice President, Corporate Controller | 1983–1998 | Global finance leadership; international operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabrillo Point Capital LLC | Managing Director | Since 2008 | Leads private investment fund; applies finance and investment acumen |
| Cleveland-Cliffs, Inc. | Director | 2020–2024 | Former director following merger of AK Steel; public company governance |
| AK Steel Holding Corporation | Director; Audit Committee Chair | 2007–2020 | Audit leadership; financial oversight |
| Kaydon (public company) | Audit Committee Chair | Not disclosed | Audit leadership (company not further detailed in proxy) |
Board Governance
- Committee assignments: Audit Committee member; Compensation and Human Capital Committee member; not a chair .
- Audit committee financial expert designation: Gerber and Boromisa are designated under SEC rules .
- Independence: Board determined Gerber is independent; all committees are fully independent .
- Attendance and engagement: In 2024, all directors attended at least 75% of Board (6 meetings) and committee meetings for their service periods, and all directors attended the 2024 Annual Meeting; independent directors met regularly in executive sessions chaired by the Independent Chairman .
- Audit Committee report signatory: Gerber is listed among members submitting the Audit Committee Report, evidencing active oversight .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Fee (cash) | $80,000 | Standard director cash retainer |
| Audit Committee membership fee (cash) | $15,000 | Annual committee membership fee |
| Compensation & Human Capital Committee membership fee (cash) | $12,000 | Annual committee membership fee |
| Total cash fees | $107,000 | No voluntary deferral indicated for Gerber |
| RSU grant (grant-date fair value) | $145,000 | Granted May 2024; time-vested |
| Total FY2024 director compensation | $252,000 | Cash + RSUs |
Program features:
- 2024 non-employee director program: Annual cash retainer $80,000; committee fees noted above; annual RSUs with grant-date value $145,000; Chairman receives higher cash ($145,000) and RSUs ($255,000) .
- RSU vesting: One-year cliff vest from date of grant; directors may defer settlement upon vesting .
- Deferred compensation: Directors may elect to defer cash fees into stock units; lump-sum distribution of stock units upon change-in-control under Director Deferred Compensation Plan .
Performance Compensation
Directors do not receive performance-based equity; Gerber’s equity is time-vested RSUs intended to align with shareholder outcomes rather than short-term targets . Executive PSUs at WWW use Operating Profit (60%) and Relative TSR vs. S&P Composite 1500 Consumer Durables & Apparel (40%), but this applies to NEOs, not directors . RSU details:
- RSUs granted to Gerber in 2024: 13,315 units (grant-date value $145,000); vest one year from grant; settlement may be deferred .
- Options: Legacy option awards outstanding (granted prior to 2018) remain outstanding for some directors; Gerber shows 28,795 options outstanding as of year-end 2024 .
Other Directorships & Interlocks
| Company | Current/Former | Role | Interlock/Notes |
|---|---|---|---|
| Cleveland-Cliffs, Inc. | Former | Director | Former director; no current compensation committee interlocks disclosed for 2024 |
| AK Steel Holding Corporation | Former | Director; Audit Chair | Merged into Cleveland-Cliffs in 2020; audit leadership |
| Kaydon | Former | Audit Chair | Audit leadership noted; dates not disclosed |
| Other public directorships (current) | — | None | “Other Public Directorships: None” in WWW board bio |
Compensation committee interlocks: None for 2024; no insider participation requiring disclosure .
Expertise & Qualifications
- Audit leadership: Audit chair at three public companies (AK Steel, Kaydon, WWW) .
- Finance: 25+ years senior finance leadership (CFO, corporate controller) .
- International business: Experience at L Brands and Kelly Services with operations across >35 countries .
- Public company governance: Directorships at Cleveland-Cliffs and AK Steel; WWW expertise .
- Board skills matrix: Finance, Footwear/Apparel, International Business, Public Company Governance, Retail .
- Education: BS Economics & Finance (Wharton); MBA Finance (Harvard Business School) .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Deferred stock units | 67,194 | Sole voting and/or investment power in director book account |
| Stock options outstanding | 28,795 | Legacy option awards (pre-2018 grants) |
| RSUs vesting within 60 days | 13,315 | Near-term vesting units counted in beneficial ownership |
| Total beneficial ownership | 80,509 | Less than 1% of class |
| Shares outstanding (reference) | 81,034,798 | As of March 3, 2025 (for percent-of-class context) |
| Hedging/pledging | Prohibited | Policy bans hedging, pledging, short sales; trading windows/preclearance apply |
| Director ownership guideline | 6× cash retainer | All non-employee directors in compliance during 2024 |
Governance Assessment
- Board effectiveness: Gerber’s audit expertise and SEC-designated financial expert status strengthen WWW’s financial oversight, risk management (including cybersecurity), and reporting integrity via the Audit Committee . Active engagement evidenced by Audit Committee report sign-off .
- Independence and attendance: Independent under NYSE standards; met minimum attendance thresholds; participated in regular executive sessions of independent directors—supports strong oversight culture .
- Compensation alignment: Director pay structure mixes cash retainers with time-vested RSUs; no director performance metrics, reducing incentives for short-termism; RSUs vest annually and may be deferred, supporting longer-term alignment . Director ownership guideline (6× retainer) and hedging/pledging prohibitions enhance skin-in-the-game and alignment .
- Conflicts and related party exposure: Proxy reports no related person transactions since Dec 31, 2023; Compensation Committee disclosed no interlocks—low conflict risk .
- Broader shareholder signals: 2024 say-on-pay support at ~94% suggests investor acceptance of governance and pay practices, indirectly reflecting board stewardship, though not specific to director pay .
RED FLAGS
- None identified in proxy: No related-party transactions; no hedging/pledging; no compensation committee interlocks; directors met attendance thresholds .
Notes on change-in-control and clawbacks:
- Director deferred compensation plan provides lump-sum distribution of stock units upon change-in-control events, aligning with market practice while preserving transparency .
- Company clawback policy (NYSE Rule 10D-1 compliant) applies to executive incentive compensation; Stock Incentive Plan allows recoupment/forfeiture for misconduct (covers cash and equity awards), strengthening accountability culture; while focused on executives, plan provisions cover award participants broadly .