Donald E. Brown
Director at ALL
Board
About Donald E. Brown
Independent director of The Allstate Corporation since 2020 (age 53; 4 years of tenure). Former EVP, Chief Innovation Officer and CFO of NiSource Inc., bringing deep accounting/finance, risk management, and technology/cybersecurity oversight experience from a highly regulated utilities environment. Brown is Chair of Allstate’s Audit Committee (appointed May 2024) and also serves on the Risk and Return Committee; he recorded 100% attendance at Board and committee meetings and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource Inc. | EVP, Chief Innovation Officer | Not disclosed in proxy | Led operational transformation and technology initiatives; experience overseeing customer-focused innovation in a regulated setting |
| NiSource Inc. | EVP & Chief Financial Officer | Not disclosed in proxy | Significant financial and accounting leadership; enterprise risk oversight in a complex, regulated utility context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other public company board service: None |
Board Governance
- Committee roles: Audit Committee Chair (from May–Dec 2024) and Risk & Return Committee member; Chairs of Audit and Risk & Return must be members of both, ensuring cross-committee risk/controls alignment .
- Audit Committee profile: 8 meetings in 2024; focuses on financial reporting integrity, internal controls, ethics/compliance, cybersecurity and enterprise resilience; members (including Brown) are independent and financially literate; Brown is an SEC-defined audit committee financial expert .
- Attendance: Brown’s attendance at Board/committee meetings was 100%; directors as a group averaged 100% attendance in 2024, and all election-year directors attended the 2024 AGM .
- Independence and conflicts: Board determines committee independence; no related person transactions identified since the beginning of 2024 .
- Use of advisors: Committees operate under written charters and may hire independent advisors; external experts (auditor, comp consultants, cyber advisors) attend meetings as appropriate .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Fees earned/paid (cash label) | $147,116 | Reflects cash retainer (which Brown elected to take 100% in stock) plus pro-rated Audit Chair premium (served May–Dec 2024) . |
| Deferred compensation election | Available plan | Directors may defer retainers into indexed accounts; Brown elected to receive 100% of retainer in common stock in 2024 (not a deferral) . |
Footnote: Under the plan, directors may take retainer in stock; deferrals (if elected) are paid in cash post-service per the plan’s distribution elections .
Performance Compensation
| Equity Vehicle | 2024 Grant Value | Grant Mechanics | Vesting/Conversion | Options |
|---|---|---|---|---|
| RSUs (annual) | $175,058 | Annual grant on June 1; number of RSUs = $175,000 ÷ closing price ($167.52) rounded up; ASC 718 valuation . | RSUs granted on/after June 1, 2016 convert to common stock on earlier of 3rd anniversary of grant or termination of Board service; optional deferral of conversion available; acceleration on death/disability . | None disclosed for non-employee directors in 2024 director comp table . |
Performance metrics: Not applicable for non-employee directors’ RSUs (time-based director equity; no TSR/financial metric overlay disclosed for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Interlocks/conflicts | None disclosed; no related person transactions since start of 2024 |
Expertise & Qualifications
- Accounting and Finance; Risk Management; Technology/Cybersecurity; Complex, Highly Regulated Businesses; Innovation/Customer Focus; Government/Public Policy/Regulatory Affairs .
- Audit Committee Financial Expert designation (SEC definition) .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (common shares) as of Mar 1, 2025 | 5,180 shares; less than 1% of class . |
| Options exercisable (by Apr 30, 2025) | 0 . |
| RSUs distributable within 60 days (director table) | 0 (director RSUs typically convert at/after service end or 3 years) . |
| Total stock-based ownership (beneficial table convention) | 5,180 . |
| Outstanding RSUs (separate director RSU table, 12/31/24) | 3,948 units; $761,135 value at $192.79; 14.1x multiple of annual cash retainer (incl. shares held outright) . |
| Pledged shares | None; as of Mar 1, 2025, no directors/officers had pledged shares; policy prohibits pledging absent exception . |
| Director ownership guideline | 6x cash retainer within 5 years; all directors met guideline except two recent appointees (not Brown) . |
Governance Assessment
- Alignment signals: Independent status; Audit Chair with SEC “financial expert” designation; 100% attendance; elected to take 100% of retainer in stock in 2024; well above ownership guideline (14.1x retainer including shares held outright and RSUs), and no pledging—supportive of shareholder alignment .
- Risk oversight: Audit Committee in 2024 emphasized financial reporting, internal controls, cybersecurity, and enterprise resilience; cross-membership with Risk & Return enhances integrated oversight .
- Shareholder context: 2024 Say‑on‑Pay received >86% support, indicating broad investor confidence in compensation governance under the Board’s oversight .
- Conflicts: No related person transactions identified since 2024; robust related‑party review policy in place .
RED FLAGS
- None observed in disclosures: no related‑party transactions, no pledging, full attendance, strong independence and qualifications at the Audit Committee level .
Appendix: Reference Tables
Director Compensation (2024)
| Name | Leadership Roles Held During 2024 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Donald E. Brown | Audit Committee Chair (May–Dec 2024) | 147,116 | 175,058 | 322,174 |
Director RSUs Outstanding (12/31/2024)
| Name | RSUs (#) | Value ($) at $192.79 | Multiple of Annual Cash Retainer (incl. shares held outright) |
|---|---|---|---|
| Donald E. Brown | 3,948 | 761,135 | 14.1x |
Beneficial Ownership (as of March 1, 2025)
| Name | Beneficial Shares | Options Exercisable by 4/30/2025 | RSUs (distributable within 60 days) | Total Stock-Based Ownership | % of Class |
|---|---|---|---|---|---|
| Donald E. Brown | 5,180 | 0 | 0 | 5,180 | <1% |
Key Committee Facts (2024)
| Committee | Chair | Meetings | Independence / Financial Expert | Recent Focus |
|---|---|---|---|---|
| Audit | Donald E. Brown | 8 | All members independent; Brown, Mehta, Sprieser designated “audit committee financial experts” | Financial reporting, internal controls, cybersecurity and enterprise resilience |
Policies and Controls
- Hedging/pledging: Prohibited for directors; exceptions require leadership approval; none pledged as of Mar 1, 2025 .
- Related parties: No related person transactions identified since the beginning of 2024; formal review/approval policy in place .
- Director stock ownership guideline: 6x cash retainer within 5 years; Brown meets guideline .
- Shareholder sentiment: 86% support for 2024 Say‑on‑Pay .