Campbell P. Brown
About Campbell P. Brown
Brown-Forman board member since 2016; age 57. Fifth-generation Brown family stockholder with 28-year operating and executive career at Brown-Forman, including Chair of the Board (2021–July 2025) and Senior Vice President/President & Managing Director of Old Forester (2015–2021). Global experience across Canada/Midwest U.S. and emerging markets (India, Philippines, Türkiye); founding member of the Brown‑Forman/Brown Family Shareholders Committee (2007–2018), co-chair since 2021. Following the July 24, 2025 annual meeting, he stepped down as Chair and continues as a director if re-elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown-Forman Corporation | Chair of the Board | 2021–Jul 2025 | Presided over Board/stockholder meetings; set agendas; led executive sessions of full Board/family directors; facilitated Board-stockholder communications . |
| Brown-Forman Corporation | SVP, President & Managing Director, Old Forester | 2015–2021 | Led founding brand; drove brand/cultural stewardship . |
| Brown-Forman Corporation | Regional leadership (Canada, Midwest U.S.) | Various | Commercial leadership in developed markets . |
| Brown-Forman Corporation | Emerging markets leadership (India, Philippines, Türkiye) | Various | Built international operating experience . |
| Brown-Forman/Brown Family Shareholders Committee | Founding Member; Co-Chair | 2007–2018; Co-Chair since 2021 | Family governance and stockholder engagement; forum for long-term ownership perspective; co-chaired with CEO during tenure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Republic Bancorp, Inc. (Nasdaq: RBCAA) | Director | 2020–2021 | Regional banking; not a direct competitor to BF-A . |
| Republic Bank & Trust Company | Director | 2008–2021 | Banking subsidiary; governance role . |
| Kentucky Distillers’ Association | Director | 2016–2021 | Industry trade group; sector engagement . |
Board Governance
- Independence and category: Brown Family Director (Board did not make an independence determination for Campbell; BF category). The Board determined six nominees are independent; chose not to determine independence for Campbell P. Brown, Elizabeth M. Brown, and W. Austin Musselman Jr. .
- Committee assignments (as of April 30, 2025): Executive Committee (Chair), Corporate Governance & Nominating Committee (member). Executive Committee did not meet in fiscal 2025; Corporate Governance & Nominating met five times .
- Attendance and engagement: Board held five regular meetings in fiscal 2025; all directors attended ≥89% of aggregate Board/committee meetings; all current directors attended the 2024 Annual Meeting .
- Leadership transition: Announced Nov 25, 2024; Campbell to step down as Chair following July 24, 2025 Annual Meeting; Marshall B. Farrer to assume Chair upon reelection . Shareholders elected the full slate on July 24, 2025; Campbell received 148,938,165 For / 3,267,969 Against votes .
- Lead Independent Director: Michael A. Todman (since 2023); at least one executive session attended only by independent directors in fiscal 2025 .
- Controlled company context: Brown-Forman is a “controlled company” under NYSE rules (majority of Class A voting stock held by Brown family entities). Despite exemptions, BF-A voluntarily maintains a majority of independent directors and a fully independent Compensation Committee; Corporate Governance & Nominating is not fully independent .
Fixed Compensation
| Pay Element | Structure | Amounts/Details |
|---|---|---|
| Board Retainer | $235,000 total ($80,000 cash; $155,000 equity DSUs); cash paid in six installments; DSUs granted on Annual Meeting date; directors under ownership guideline must receive ≥60% of equity retainer in equity . | |
| Meeting Fees | Board: $5,000 per meeting (>8 meetings); virtual $2,500. Committee: $2,500 per meeting (>10 Audit; >6 Comp/CGN); virtual $1,250 . | |
| Committee Member Retainers | Audit $25,000; Compensation $20,000; Corporate Governance & Nominating $20,000 (paid in six installments) . | |
| Committee Chair Retainers | $20,000 (excluding Executive Committee), paid in six installments . | |
| Lead Independent Director Retainer | $45,000 (paid in six installments) . | |
| Non-Employee Chair of the Board Retainer | $490,000 (paid in six installments). Campbell elected cash; rationale includes extensive responsibilities representing the Company and alignment via significant shareholdings . | |
| Fiscal 2025 Actual (Campbell P. Brown) | Fees earned/paid in cash: $345,000; DSU awards: $400,000; All other compensation: $1,552; Total: $746,552 . | |
| DSU Grant Mechanics | DSUs granted July 25, 2024, based on Class A closing price $45.99; dividend equivalents credited as additional DSUs; unvested DSUs for remainder of Board Year forfeited if service ends . | |
| Expense reimbursement and stipends | Reimbursed reasonable expenses; $3,000 per meeting stipend for overseas travel . | |
| Continuing education allowance | Up to $10,000 per director per Board Year . |
Performance Compensation
- Non-employee director compensation at BF-A is not performance-based; pay consists of cash retainers/fees and equity DSUs with dividend-equivalents. No director performance metrics, options grants contingent on performance, or PSU-like awards are disclosed for directors (PBRSUs/SSARs apply to NEOs, not directors) .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| Republic Bancorp, Inc.; Republic Bank & Trust Company | Financials | No competitive overlap with spirits; low direct conflict potential . |
| Kentucky Distillers’ Association | Trade association | Sector engagement; not a competing issuer board . |
- Family relationship: First cousin relationship with director Marshall B. Farrer (incoming Chair); indicates familial interlocks on the board typical of controlled company governance .
Expertise & Qualifications
- Deep operating and executive experience within Brown-Forman across markets and brands; governance experience as Chair and family representative; long-term ownership perspective strengthened through Shareholders Committee leadership .
- Board skill fit: business/industry experience; family and corporate governance; ability to represent long-term stockholder interests .
Equity Ownership
| Holding | Class A (Voting) | Class B (Non-voting) | Notes |
|---|---|---|---|
| Beneficial ownership (as of Apr 30, 2025) | 3,917,120 shares (2.3% of Class A) | 2,583,999 sole + 220,180 shared = 2,804,179 total (<1% of Class B) | Voting vs investment power as disclosed; high alignment via significant holdings . |
| Director DSUs Outstanding | 26,609 (Class A) | – | DSUs accrue dividend equivalents; distribution post-service . |
| SSARs Outstanding (director-level disclosure) | – | 37,411 (Class B) | SSARs listed among non‑employee directors; legacy awards outstanding . |
| Ownership Guidelines | Required ≥5x annual Board retainer (=$1,175,000 for 2025). DSUs count; unexercised stock-settled appreciation rights excluded. Campbell’s significant holdings support alignment; directors under threshold must take ≥60% of equity retainer in DSUs . | ||
| Hedging/Pledging | Hedging, derivatives, short sales prohibited for directors; no pledging disclosure for Campbell (pledging noted for other individuals) . |
Governance Assessment
- Committee roles and leadership: Active in Corporate Governance & Nominating and chaired Executive Committee (which did not meet in FY2025). Oversight contributions focus on director selection, succession planning, governance policy, and family-stockholder engagement .
- Independence and controlled-company dynamics: As a Brown family director with no independence determination, potential conflicts are structurally mitigated by a majority-independent Board and fully independent Compensation Committee; nevertheless, his presence on a not fully independent Corporate Governance & Nominating Committee merits monitoring for board refreshment/objectivity .
- Attendance and engagement signal: Board/committee attendance ≥89% indicates robust engagement; reelection vote margins show strong stockholder support (Campbell For: 148.9M vs. 3.27M Against) .
- Compensation alignment: Non-employee Chair cash retainer ($490k) reflects extended, representational duties; director pay mix includes equity DSUs, supporting alignment. No performance-contingent pay for directors avoids pay-for-performance distortions—appropriate for non-executive oversight .
- RED FLAGS and watch items:
- Controlled company with Chair role historically held by Brown family; Campbell’s independence not determined (monitor influence on nominations and ESG/CSR oversight via CGN Committee) .
- Family relationship with incoming Chair (Farrer) could concentrate influence; balanced by Lead Independent Director and majority-independent board .
- Related-person ecosystem: limited disclosure in FY2025, with one family employee noted (not directly tied to Campbell), suggesting low direct RPT exposure in period; continue to review annual proxies for updates .
Overall read-through: Strong ownership alignment and engagement record, with controlled-company governance mitigants (independent LID, independent Compensation Committee, majority independent Board). The key investor focus remains ensuring rigorous board refreshment and nominations processes within a CGN Committee that includes a non-independent family director, and monitoring any family interlocks that could influence strategic oversight .
Appendices (Selected Quantitative Items)
Director Compensation (Fiscal 2025)
| Metric | Value |
|---|---|
| Fees earned/paid in cash | $345,000 |
| DSU awards | $400,000 |
| All other compensation | $1,552 |
| Total | $746,552 |
| Non-Employee Chair retainer (structure) | $490,000; paid in six installments; Campbell elected cash |
| Board retainer (structure) | $80,000 cash; $155,000 equity (DSUs) |
Committees and Meetings (FY2025)
| Committee | Role | Meetings in FY2025 |
|---|---|---|
| Executive | Chair | Did not meet |
| Corporate Governance & Nominating | Member | Met 5 times |
| Board | Director | Board met 5 times; all directors ≥89% attendance |
Election Results (July 24, 2025)
| Nominee | For | Against | Abstain |
|---|---|---|---|
| Campbell P. Brown | 148,938,165 | 3,267,969 | 5,148,360 |
Stock Ownership (as of Apr 30, 2025)
| Class | Shares | % of Class |
|---|---|---|
| Class A | 3,917,120 | 2.3% |
| Class B (total) | 2,804,179 | <1% |
| DSUs Outstanding (A) | 26,609 | N/A |
| SSARs Outstanding (B) | 37,411 | N/A |
Policies and Governance Practices
- Insider Trading Policy: prohibits hedging/derivatives/short sales for directors .
- Director ownership guideline: ≥5x board retainer ($1,175,000 for 2025); DSUs count; SSARs excluded .
- Independent Compensation Committee; use of independent consultant WTW; no committee interlocks with BF-A officers .