Elizabeth M. Brown
About Elizabeth M. Brown
Independent director nominee classified as a Brown family director; age 59; director since 2023. Former President and Director of Dendrifund, Inc. (2019–April 2024), Director of Jack Daniel’s Properties, Inc. since 2018, and owner/operator of agribusiness ventures; brings 30+ years of agribusiness experience and a sustainability focus as a fifth‑generation Brown family stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dendrifund, Inc. | Former President and Director | 2019–Apr 2024 | Sustainability leadership, philanthropy focus |
| Jack Daniel’s Properties, Inc. | Director | Since 2018 | Brand affiliate oversight |
| Various agribusiness ventures | Owner/Operator | 30+ years | Operational leadership in agribusiness |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Dendrifund, Inc. | Former President and Director | Private foundation | Environmental sustainability focus |
| Jack Daniel’s Properties, Inc. | Director | Private affiliate | Brand IP oversight |
| Community/Philanthropic Boards | Member | Private/non-profit | Significant community board service noted (not individually listed) |
Board Governance
- Classification: Brown family director; Board elected not to determine independence for Elizabeth M. Brown given controlled company status .
- Committee assignments: None listed (not shown as a member on Audit, Compensation, Corporate Governance & Nominating, or Executive Committees) .
- Attendance: Board held five regular meetings in fiscal 2025; all current directors attended 89% or more of aggregate Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Lead Independent Director and executive sessions: Lead Independent Director is Michael A. Todman; there was at least one executive session attended only by independent directors in fiscal 2025 .
- Tenure: Director since 2023; fifth‑generation Brown family stockholder .
Fixed Compensation
| Fiscal Year | Cash Retainer and Fees ($) | Equity (DSUs) ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 58,750 | 235,000 | 8,450 | 302,200 |
- Director pay structure: Annual Board retainer $235,000 (cash $80,000; equity $155,000 in DSUs); meeting fees only above thresholds; committee/lead/chair retainers per role; non‑employee Chair retainer $490,000; payments in six installments for cash components .
- Stock ownership guidelines: Non‑employee directors must hold Company stock equal to 5x the annual Board retainer ($1,175,000 for the 2025 Board Year); DSUs count toward compliance; at least 60% of equity retainer must be in DSUs until guideline met .
Performance Compensation
| Item | Detail |
|---|---|
| DSU Grant Date | July 25, 2024 (fiscal 2025 Board Year) |
| DSUs Outstanding (as of Apr 30, 2025) | 5,200 Class A DSUs |
| Grant Valuation Basis | Closing price of Class A common stock $45.99 on grant date (for DSU award sizing) |
| Vesting / Distribution | DSUs vest over the Board Year; paid in shares six months after Board service ends, lump sum or 10 annual installments; dividend equivalents credited in DSUs |
No performance metrics (e.g., TSR, EBITDA) apply to director DSU awards; DSUs are time‑based with dividend equivalent accruals .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company directorships disclosed for Elizabeth M. Brown in the proxy . |
| Private/affiliate boards | Jack Daniel’s Properties, Inc. | — | Brown‑Forman affiliate . |
| Foundation/non‑profit | Dendrifund, Inc. | — | Brown‑Forman/Brown family‑created sustainability foundation . |
- Compensation Committee interlocks: None for Brown‑Forman; no insider participation on its Compensation Committee in fiscal 2025 .
Expertise & Qualifications
- 30+ years agribusiness experience, sustainability commitment, leadership on significant community/philanthropic boards; fifth‑generation Brown family perspective .
- Board skills emphasised: governance perspective from family ownership, sustainability orientation .
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Type | % of Class |
|---|---|---|---|
| Class B Common Stock | 700,883 | 685,307 sole; 15,576 shared | <1% |
| Class A Common Stock | 0 | — | — |
| DSUs (Class A) | 5,200 | Deferred Stock Units | — |
- Pledging: No pledged shares disclosed for Elizabeth M. Brown (footnotes list pledging for other individuals, not for Elizabeth M. Brown) .
- Insider trading/hedging policy: Company prohibits short sales, exchange‑traded options or derivative transactions, and hedging/monetization of Company securities by directors and officers .
Governance Assessment
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Strengths
- Significant personal share ownership by a Brown family director aligns interests with long‑term stockholders; DSUs further link compensation to equity value .
- Board retains majority independent directors despite controlled company status; Compensation Committee composed entirely of independent directors with an independent consultant (WTW) .
- Attendance and engagement standards are robust; directors recorded ≥89% attendance; independent directors held executive sessions .
-
Concerns / RED FLAGS
- Independence determination: Board elected not to determine independence for Elizabeth M. Brown (Brown family director), which may raise conflict‑of‑interest concerns in a controlled company context .
- Family interlocks: First‑cousin relationship between Elizabeth M. Brown and W. Austin Musselman, Jr.; Brown family controls >50% of Class A voting stock via entities like Wolf Pen Branch, affecting governance dynamics and potential related‑party sensitivities .
- Committee leverage: No committee assignments limit direct involvement in audit, compensation, or governance oversight; monitoring alignment relies on full‑board participation .
-
Additional signals
- Director stock ownership guideline is stringent (5x retainer), and DSU policy enforces equity holding discipline—supportive of pay‑for‑alignment in board compensation .
- Say‑on‑pay support for executive compensation was 99% in 2023, indicating broad shareholder confidence in compensation governance (company‑level signal) .
Recommended monitoring focus for investors:
- Track any changes to Brown family director independence determinations and committee placements, particularly on Compensation and Corporate Governance & Nominating .
- Review future proxies for any related‑party transactions involving Brown family members, entities, or affiliates beyond current disclosures .
- Continue assessing director equity holdings and any pledging disclosures each year (footnotes identify pledging when present) .