Judy Brown
BELDENAbout Judy L. Brown
Independent director at Belden Inc. (BDC) since 2008; age 56. Former CFO of Perrigo and Senior Vice President at Amgen (Global Business Solutions & Finance; later Corporate Affairs). Education: B.S. in Accounting (University of Illinois), M.B.A. (University of Chicago), Wharton Aresty executive program; Certified Public Accountant. Core credentials include finance, audit, capital allocation, ESG communications, and multinational operating experience; designated by the Board as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Perrigo Company | Vice President & Controller; then EVP & Chief Financial Officer | VP & Controller (2004); CFO (2006) to Feb 2017 | Led Finance, IT, Corporate Affairs; public-company CFO experience supporting global strategy. |
| Amgen | SVP, Global Business Solutions & Finance | April 2017 – Oct 2018 | Oversaw Global Business Solutions, Internal Audit, Tax, Treasury. |
| Amgen | SVP, Corporate Affairs; Thousand Oaks site head | Oct 2018 – Dec 2022 | Led strategic communications, philanthropy, advocacy, ESG management. |
| Ernst & Young | Audit and advisory professional (U.S. and Germany) | ~9 years (not dated) | Multinational audit/advisory to U.S./European public and private companies. |
| Whirlpool | Finance and accounting roles (U.S. and Italy) | ~6 years (not dated) | Manufacturing/operations finance experience. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None (current public company boards) | — | — | — |
| None (past 5 years public company boards) | — | — | — |
| “Other Public Company Boards: Current: None; Past 5 Years: None.” |
Board Governance
- Independence: Board determined in Feb 2025 that all non-employee directors seeking reappointment (including Brown) are independent under NYSE standards; no material relationships with the Company.
- Committees: Finance Committee (Chair); Audit Committee (member).
- Financial expertise: Board determined Brown qualifies as an Audit Committee Financial Expert (SEC definition).
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of combined board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Committee workloads (2024 meetings): Audit (9), Compensation (4), Cybersecurity Subcommittee (4), Finance (4), Nominating & Corporate Governance (4).
- Shareholder support: Re-elected with 36,593,060 For / 614,946 Against / 13,953 Abstain (2025); 37,684,145 For / 607,082 Against / 16,397 Abstain (2024).
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $110,000 | Implied components: $90,000 annual retainer; $10,000 Finance Committee chair fee; $10,000 Audit Committee service fee. |
| All Other Compensation (2024) | $338 | Interest on deferred fees and dividends on vested awards. |
| Total Cash + Other (2024) | $110,338 | Sum of above (disclosed totals in proxy tables). |
Director cash/equity framework (as of 12/31/2024, for all non-employee directors): $90,000 cash retainer; committee chair fees $10,000 (Audit chair $20,000); Audit committee service $10,000; most other committee service $5,000; Board Chair supplemental $62,500 cash retainer.
Performance Compensation (Director)
| Equity Element | Grant Date | Instrument | Grant Size / Value | Vesting / Performance Conditions |
|---|---|---|---|---|
| Annual Equity (2024) | May 23, 2024 | RSUs | 1,554 RSUs; grant date fair value $149,977 | Time-vest only; vests in one year; no performance metrics. |
Notes:
- Non-employee directors (except the CEO) received time-based RSUs valued at $150,000; no options granted.
- No director PSUs or performance metrics disclosed for directors; PSUs and metrics (TSR, FCF, etc.) apply to executives, not directors.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None. |
| Past 5 years public company boards | None. |
| Interlocks | Company disclosed no compensation committee interlocks in 2024. |
Expertise & Qualifications
- Financial leadership: Former public-company CFO; designated Audit Committee Financial Expert.
- Corporate finance/capital allocation: Chairs the Finance Committee overseeing capital structure, budgeting, M&A, dividend policy, repurchases.
- ESG and stakeholder communications: Led Corporate Affairs and ESG at Amgen.
- Audit and global operations: EY audit/advisory background; multinational finance experience at Whirlpool.
- Education/certifications: B.S. Accounting (Illinois), M.B.A. (Chicago), Wharton Aresty program, CPA.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (3/25/2025 record date) | 30,567 shares | Includes 1,554 unvested RSUs from May 2024 grant; no options exercisable within 60 days. |
| Percent of shares outstanding | <1% | Director-level ownerships each below 1%. |
| Stock ownership guideline | 5× annual cash retainer ($475,000) | All non-employee directors met full-period holding requirement as of record date. |
| Hedging/pledging | Prohibited for directors; no margin, hedging, or pledging allowed. |
Governance Assessment
Key strengths:
- Finance Committee Chair with deep CFO pedigree; added credibility on capital allocation and shareholder return oversight.
- Audit Committee member and SEC-defined Financial Expert, bolstering financial reporting oversight.
- Strong shareholder support in consecutive annual elections; minimal opposition votes.
- Alignment mechanisms: mandatory 5× retainer stock ownership; directors meet requirement; hedging/pledging prohibited.
Risk indicators and red flags:
- Related-party transactions: Company disclosed no material related-party transactions in 2024.
- Interlocks: None reported in 2024.
- Attendance: Board-wide compliance with ≥75% threshold; not individually disclosed beyond that, but no attendance flags noted.
- Pay structure: Director equity is time-based RSUs (not performance-conditioned), standard for boards but implies alignment primarily via ownership guideline rather than performance gates.
Shareholder voting signal (context):
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 37,684,145 | 607,082 | 16,397 | 825,951 |
| 2025 | 36,593,060 | 614,946 | 13,953 | 988,179 |
Board/committee structure snapshot (2024 activity):
| Body | Meetings (2024) | Brown’s Role |
|---|---|---|
| Board | 5 (all directors ≥75% attendance) | Director |
| Audit Committee | 9 | Member; Audit Committee Financial Expert |
| Finance Committee | 4 | Chair |
| Comp / Cyber / NCG | 4 each | Not a member (Comp, NCG, Cyber) |
Overall: Brown’s long-tenured finance and audit background, combined with Finance Chair and Audit membership (and Financial Expert designation), supports board effectiveness in capital deployment and financial oversight. Independence affirmed, no related-party or pledging risks disclosed, and strong shareholder support indicate positive governance signals for investors.