Michael E. Carr, Jr.
About Michael E. Carr, Jr.
Executive Vice President, General Counsel and Corporate Secretary of Brown-Forman since May 2024; age 45. Prior roles include VP Associate General Counsel (Regional & Corporate Development), VP Associate General Counsel (Europe), and VP Managing Attorney & Assistant Corporate Secretary . In fiscal 2025, Brown-Forman’s reported net sales fell 5%, operating income declined 22%, and diluted EPS decreased 14% amid portfolio divestitures and macro pressure . The company delivered a 14.4% return on average invested capital and returned $420 million in regular dividends, underscoring long-term capital discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brown-Forman | EVP, General Counsel & Corporate Secretary | May 2024–present | Leads global legal, governance, securities, and board support functions . |
| Brown-Forman | VP, Associate General Counsel – Regional & Corporate Development | Oct 2022–Apr 2024 | Supported regional legal strategy and corporate development transactions . |
| Brown-Forman | VP, Associate General Counsel – Europe | May 2018–Oct 2022 | Led legal oversight for Europe; route-to-consumer and regulatory support . |
| Brown-Forman | VP, Managing Attorney & Assistant Corporate Secretary | Sep 2013–May 2018 | Corporate governance, SEC compliance, and board processes . |
External Roles
No public company directorships or external board roles disclosed in filings .
Fixed Compensation
Brown-Forman does not disclose Carr’s individual salary/bonus in the proxy; however, the executive short‑term incentive framework (used for NEOs and aligned to company performance) is:
| Program Element | Design (FY2025) | Targets | Actual FY2025 Result | Payout Outcome |
|---|---|---|---|---|
| Company metrics (80% weighting) | Underlying net sales growth (50%); underlying operating income growth (50%) | Net sales: Threshold −3%, Target +2%, Max +7%; Operating income: Threshold −3%, Target +4%, Max +11% | Net sales −2%; operating income −3% | Company factor paid at 7% of target |
| Individual metrics (20% weighting) | Qualitative/quantitative IPOs set at year start; same % payout applied to all NEOs due to restructuring impacts | Committee judgment based on execution of “Building Better” restructuring | Committee awarded uniform individual % payout for NEOs (not itemized) | Combined payout determined by company and individual outcomes |
Notes: Underlying metrics are non-GAAP; see proxy Appendix A for definitions .
Performance Compensation
Long-term incentives for executive officers emphasize equity, with performance RSUs and stock appreciation rights:
| Metric | Weight | Target Framework | Actuals / Payout | Vesting |
|---|---|---|---|---|
| 3-year TSR vs S&P 500 Consumer Staples | 50% | 55th percentile = 100%; 30th percentile = 50% floor; 80th percentile = 150% cap | FY2023–2025 TSR rank was 11th percentile; PBRSUs paid at 50% of target on June 2, 2025 | Earned after 3-year period; dividends credited in years 2–3 |
| 3-year adjusted operating income CAGR vs S&P 500 Consumer Staples | 50% | 55th percentile = 100%; 30th percentile = 50% floor; 80th percentile = 150% cap | Combined PBRSU payout for FY2023–2025 cycle was 50% (metric-specific rank not separately disclosed) | Same as above |
| SSARs (Class B) | — | Black-Scholes grant value set at $12.90 on 7/25/2024; exercise price $45.07 | Not performance-based; value tied to share price above strike | Exercisable starting May 1, 2027; expire April 30, 2034 |
Notes: Fiscal 2025 grants typically occur on Annual Meeting date; Carr’s personal grant amounts are not disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Employee stock ownership requirements | Brown-Forman has no employee stock ownership guidelines; Committee reviews NEO ownership annually for retention risk . |
| Hedging/derivatives | Insider Trading Policy prohibits hedging, derivatives, short sales by employees/officers/directors . |
| Pledging | Pledging exists among some insiders (e.g., examples in stock table show 1,594 and 87,279 Class B shares pledged for specific individuals); no pledge disclosure is shown for Carr . |
| Group ownership snapshot (as of 4/30/2025) | All directors & executive officers as a group owned 9,630,556 Class A (5.7%) and 9,397,535 Class B (3.1%); 862,222 Class B SSARs exercisable within 60 days . |
Employment Terms
| Provision | Carr Applicability | Key Terms |
|---|---|---|
| Employment agreement | Policy: no employment agreements for NEOs; broader practice aligns to at‑will employment. Carr’s agreement status not disclosed individually . | At-will employment; Committee sets compensation policies/practices . |
| Change-in-control plan (adopted Oct 31, 2025) | Applies to executive leadership team (executive officers under Rule 3b‑7), which includes Carr | Double-trigger: protection period runs from 30 days prior to CiC to 24 months after; severance multiple 2.0x for executive leadership members (3.0x for CEO); includes prior-year unpaid bonus, pro‑rata current-year bonus, 18 months COBRA equivalent, full vesting of unvested equity at target, full vesting of nonqualified deferred comp, outplacement up to 12 months, and $10,000 tax prep allowance; payment subject to release; 409A compliance; 280G cutback; plan supersedes prior severance arrangements . |
| Clawback | Mandatory recoupment (SEC 10D/NYSE); additional company policy allows up to six‑year recovery if fraud/misconduct . | Applies regardless of misconduct for restatements; expanded lookback for fraud/misconduct . |
| Mandatory retirement | Executive mandatory retirement age is 65; notice at 60; 2‑year grace if appointed after 65 . | Applies to NEOs and executives with policymaking roles . |
| Insider trading policy | Prohibits hedging, short sales, exchange‑traded options; governs trading windows and MNPI controls . | Applies to employees, officers, and directors . |
Performance & Track Record
| Company Metric | FY2025 Result |
|---|---|
| Net sales | $3.975B, down 5% YoY . |
| Operating income | $1.107B, down 22% YoY . |
| Diluted EPS | $1.84, down 14% YoY . |
| ROAIC | 14.4% . |
| Capital returns | $420M in regular dividends in FY2025 . |
Context for incentive alignment: short‑term payout factor on company metrics was 7% of target due to −2% underlying net sales and −3% underlying operating income; long‑term PBRSUs for the 2023–2025 cycle paid at 50% of target based on TSR rank and relative operating income criteria .
Investment Implications
- Retention risk muted by newly adopted executive change‑in‑control severance (2.0x multiple for executive leadership) with broad benefit coverage and equity vesting at target on qualifying termination; enhances continuity in strategic transactions .
- Pay‑for‑performance discipline is evident: FY2025 company short‑term incentive factor at 7% and 3‑year PBRSU payout at 50%, aligning realized pay down with underperformance and reducing windfall outcomes .
- Alignment safeguards include robust clawbacks and hedging prohibitions; however, absence of employee stock ownership guidelines and evidence of pledging among some insiders are potential alignment red flags to monitor; no pledging disclosed for Carr .
- Governance engagement is strong; Carr, as Corporate Secretary/General Counsel, is central to board processes and signed material 8‑Ks (e.g., CI plan adoption), indicating deep involvement in risk and governance infrastructure .