Michael A. Todman
About Michael A. Todman
Michael A. Todman, age 67, is an independent director of Brown‑Forman (BF‑A) since 2014 and has served as Lead Independent Director since July 2023. He is a former Vice Chairman of Whirlpool Corporation and previously led Whirlpool’s North America and International businesses, bringing financial expertise and multinational operating, sales/distribution, and manufacturing experience to BF‑A’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Vice Chairman | 2014–2015 | Executive leadership; financial expertise |
| Whirlpool International | President | 2009–2014 | Multinational operations, sales/distribution |
| Whirlpool North America | President | 2007–2009 | Large-scale manufacturing and commercial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International, Inc. (Nasdaq: MDLZ) | Director | Since 2020 | Public company governance; consumer staples exposure |
| Carrier Global Corporation (NYSE: CARR) | Director | Since 2020 | Industrial/manufacturing oversight |
| Prudential Financial, Inc. (NYSE: PRU) | Director | Since 2016 | Financial services governance; risk oversight |
| Newell Brands Inc. (Nasdaq: NWL) | Director (prior) | 2007–2020 | Consumer products experience |
Board Governance
- Independence: The Board determined Todman is independent under NYSE standards; BF‑A voluntarily maintains a majority of independent directors despite controlled-company status .
- Lead Independent Director: Responsibilities include agenda review/approval, leading executive sessions of independent directors, calling meetings of independent/non‑management directors, liaison role, succession planning leadership, and stockholder access; at least one independent‑only executive session occurred in fiscal 2025 .
- Committee assignments: Audit Committee (member; designated “audit committee financial expert”), Corporate Governance & Nominating Committee (member), Executive Committee (member) .
- Committee activity and attendance:
- Board held five regular meetings in fiscal 2025; all directors attended ≥89% of aggregate Board/committee meetings; all attended the 2024 Annual Meeting .
- Audit Committee met nine times; all members meet heightened independence and financial literacy standards; Roney (Chair), Smith, Todman; Roney and Todman are “audit committee financial experts” .
- Corporate Governance & Nominating met five times; Skeans (Chair), Brown, Roney, Singer, Todman .
- Executive Committee did not meet in fiscal 2025; members: Campbell P. Brown (Chair), Todman, Whiting .
Fixed Compensation
| Pay Element | Policy Detail | Amount | Notes |
|---|---|---|---|
| Board Retainer (Total) | Cash + Equity (DSUs) | $235,000 | Cash $80,000; Equity $155,000 (DSUs) |
| Committee Member Retainers | Audit / Comp / Corp Gov & Nom | $25,000 / $20,000 / $20,000 | Paid in six installments |
| Committee Chair Retainers | Excluding Executive Committee | $20,000 | N/A to Todman (not a chair) |
| Lead Independent Director Retainer | Annual | $45,000 | Paid in six installments |
| Meeting Fees | Board >8 mtgs; Audit >10; Comp/Corp Gov >6 | $5,000 (Board), $2,500 (committee); virtual half rate | Only after thresholds |
| Fiscal 2025 Actual – Cash | Fees earned/paid in cash | $173,333 | Reflects cash retainer, LID, committees, any fees |
| Fiscal 2025 Actual – Equity | DSU awards (grant-date value) | $155,000 | Granted July 25, 2024; Class A close $45.99 |
Director stock ownership guidelines: Non‑employee directors must own BF stock equal to 5× annual Board retainer ($1,175,000); DSUs count; minimum 60% of equity retainer in DSUs until compliance is met .
Performance Compensation
| Element | Metrics | Vesting/Trigger | Fiscal 2025 Detail |
|---|---|---|---|
| Director DSUs | None (time-based service) | Vest over Board Year; paid 6 months post‑service (lump sum or 10 annual installments); dividends credited as DSUs | DSUs granted on Annual Meeting date; no performance metrics |
No director performance metrics or incentive KPIs are tied to Todman’s compensation; DSUs are service‑based only .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | MDLZ (since 2020), CARR (since 2020), PRU (since 2016) |
| Prior public boards | Newell Brands (2007–2020) |
| Service on multiple boards policy | Not employed full‑time may serve on up to three public company boards in addition to BF‑A; Todman’s three concurrent public boards meet the guideline |
| Compensation Committee interlocks | None disclosed for BF‑A; no executive served on comp committee or boards employing BF‑A committee members in fiscal 2025 or as of the proxy date |
Expertise & Qualifications
- Executive leadership of large, multinational organizations; extensive knowledge of operations, sales/distribution, manufacturing; financial expertise; designated audit committee financial expert .
- Lead Independent Director governance skills (agenda setting, executive sessions, succession planning, investor engagement) .
Equity Ownership
| Holder | Class A Shares (Beneficial) | Class B Shares (Beneficial) | DSUs (Class A) | DSUs (Class B) |
|---|---|---|---|---|
| Michael A. Todman | 0 | 0 | 29,612 | 3,000 |
- No SSAR/options reported for Todman; no pledging disclosures for him in footnotes; BF‑A policy prohibits director hedging/derivative transactions and short sales .
- DSUs are excluded from the main beneficial ownership table, but counted for guideline compliance; distribution occurs six months post‑service (lump sum or 10 annual installments) .
Governance Assessment
-
Strengths:
- Independent director with significant multinational operating and financial expertise; designated audit committee financial expert; enhances audit quality and risk oversight .
- Lead Independent Director responsibilities provide counterbalance to controlled‑company structure, fostering independent oversight and stockholder engagement; independent‑only executive sessions occurred .
- Strong attendance culture (≥89% across Board/committee meetings); committee cadence robust (Audit 9; Corp Gov 5) .
- Director pay structure emphasizes engagement (retainers, thresholds for meeting fees) and equity alignment via DSUs; rigorous director stock ownership guideline at 5× retainer .
- Enterprise governance practices include clawback policies compliant with SEC/NYSE, insider trading restrictions, and prohibition of hedging/derivatives by directors .
-
Watch‑items / potential risks:
- Controlled‑company status: Corporate Governance & Nominating Committee is not fully independent (includes a Brown family director), though BF‑A voluntarily maintains a majority of independent directors and a fully independent Compensation Committee; Todman’s LID role helps mitigate .
- Executive Committee did not meet in fiscal 2025; while traditional use is limited, reliance on full Board processes remains key for strategic oversight .
- Individual compliance status vs. stock ownership guidelines is not disclosed per director; DSUs indicate ongoing alignment, but explicit compliance confirmation is unavailable .
-
Investor confidence signals:
- Say‑on‑pay approval of >99% at 2023 meeting supports compensation governance credibility; next advisory vote expected in 2026 .
- Audit Committee independence, financial literacy, and presence of two “financial experts” (including Todman) bolster assurance over reporting and controls .
