Elizabeth A. Smith
About Elizabeth A. Smith
Elizabeth A. Smith, age 62, has served on Brown‑Forman’s Board since 2023 as an independent director. She is Executive Chair of Revlon Group Holdings LLC (since May 2023; Interim CEO in 2023–Nov 2024) and brings deep operating experience as former CEO and Chair at Bloomin’ Brands, with expertise across corporate strategy, marketing, sales, supply chain, and IT systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon Group Holdings LLC | Executive Chair; Interim CEO | Exec Chair since May 2023; Interim CEO 2023–Nov 2024 | Led post‑reorg governance and operations |
| Bloomin’ Brands Inc. | Chief Executive Officer; Chairman of the Board; Executive Chair | CEO 2009–2019; Chair 2012–2019; Exec Chair 2019–2020 | Oversaw multi‑brand restaurant portfolio and strategy |
| The Gap, Inc. | Director | 2020–2021 | Retail oversight experience |
| Authentic Brands Group | Director | 2023–Mar 2025 | Brand portfolio governance |
| Hilton Worldwide Holdings Inc. | Director | Since 2013 | Global hospitality board experience |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Revlon Group Holdings LLC | — | Executive Chair | Since 2023 | Interim CEO 2023–Nov 2024 |
| Hilton Worldwide Holdings Inc. | HLT | Director | Since 2013 | Public company board |
| Bloomin’ Brands Inc. | BLMN | Director (post‑CEO) | 2019–2023 | Public company board |
| The Gap, Inc. | GPS | Director | 2020–2021 | Public company board |
| Authentic Brands Group | — | Director | 2023–Mar 2025 | Private company board |
Board Governance
- Independence: The Board determined Elizabeth A. Smith is independent under NYSE standards .
- Committee assignment: Audit Committee member; Audit met nine times in FY2025. BF’s Audit members meet heightened NYSE/SEC independence and financial literacy requirements; Messrs. Roney and Todman designated “audit committee financial experts” .
- Attendance: The Board held five regular meetings in FY2025; all current directors attended 89%+ of aggregate Board/committee meetings, and all current directors attended the 2024 Annual Meeting .
- Executive sessions: At least one executive session attended solely by independent directors occurred in FY2025 .
- Term/tenure limits: Director maximum 15 years; chairs and Lead Independent Director limited to 5 consecutive years; committee service capped at 7 consecutive years (except Board Chair). Brown family directors have separate limits; waivers require supermajority Board vote .
- Leadership and oversight context: Lead Independent Director (Michael A. Todman) coordinates independent director activities; Board leadership transition disclosed for FY2025, with continued separation of Chair and CEO roles since 2007 .
Committee Details (Smith)
| Committee | Role | FY2025 Meetings | Independence/Qualification |
|---|---|---|---|
| Audit Committee | Member | 9 | Meets NYSE/SEC heightened independence; committee members financially literate |
Fixed Compensation
| FY | Fees Earned or Paid in Cash ($) | DSU Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 25,000 | 235,000 | 19,815 | 279,815 |
- Director compensation structure: Annual Board retainer $235,000 (cash $80,000; equity (DSU) $155,000) with committee retainers (Audit $25,000), chair retainers ($20,000), Lead Independent Director $45,000, and meeting fees only above thresholds. Directors may elect 100% of cash retainer in equity .
- DSU program mechanics: DSUs vest over the Board Year; paid in stock six months after Board service ends (lump sum or 10 annual installments); dividend equivalents accrue as additional DSUs .
- Note: Smith’s DSU awards equaled $235,000 (the full Board retainer), consistent with the program’s option to take the cash retainer in equity; her cash “Fees Earned” reflect Audit Committee member retainer .
Performance Compensation
Directors do not have performance‑based pay elements; annual equity awards are DSUs with time‑based vesting over the Board Year (no revenue/EBITDA/TSR metrics apply to director pay) .
DSU award detail:
| Fiscal Year | Grant Date | DSUs Outstanding (Class A) | Vesting | Distribution | Dividend Equivalents |
|---|---|---|---|---|---|
| 2025 | July 25, 2024 | 10,230 | Over Board Year | 6 months post‑service, lump sum or 10 installments | Credited as additional DSUs on dividend dates |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Public company boards | Hilton (HLT) since 2013; Bloomin’ Brands (BLMN) 2019–2023; Gap (GPS) 2020–2021 |
| Private company boards | Revlon (current Executive Chair); Authentic Brands Group 2023–Mar 2025 |
| Potential interlocks/conflicts | No related‑party transactions disclosed involving Ms. Smith in BF’s proxy |
Expertise & Qualifications
- Global corporate leadership across retail and consumer sectors (CEO/Chair roles) .
- Strategy development, marketing, sales, supply chain, IT systems proficiency .
- Audit Committee service at BF aligns with governance/oversight skill set .
Equity Ownership
| Holder | Class A Beneficial Shares | Class B Beneficial Shares | % of Class | DSUs (Class A) | DSUs (Class B) | Pledged Shares |
|---|---|---|---|---|---|---|
| Elizabeth A. Smith | — | — | <1% | 10,230 | — | None disclosed (pledge footnotes list others) |
- Director stock ownership guideline: 5× annual Board retainer ($1,175,000); DSUs count toward compliance; unexercised SSARs excluded. Directors below guideline must take at least 60% of equity retainer in DSUs until met .
- Note: Beneficial ownership table excludes DSUs; DSUs are reported separately in director compensation section .
Governance Assessment
- Strengths: Independent status; Audit Committee membership under heightened independence standards; Board meeting participation appears robust at Board level (≥89% aggregate for all current directors); at least one independent‑only executive session enhances oversight; DSU‑heavy mix indicates alignment with long‑term shareholder interests .
- Alignment: Election to take Board retainer in DSUs (and committee fees in cash) aligns pay with equity ownership expectations and BF’s director ownership guidelines framework .
- Potential watch‑items: Multiple significant external roles (Executive Chair at Revlon; Director at Hilton) imply substantial time commitments—BF’s guidelines cap outside boards and require notification; no BF‑disclosed attendance shortfalls or related‑party ties for Smith .
- RED FLAGS: None disclosed regarding low attendance, pledging, hedging, related‑party transactions, or pay anomalies. Hedging/derivative transactions are prohibited by policy; pledging footnotes identify other insiders, not Smith .