Michael J. Roney
About Michael J. Roney
Independent director of Brown‑Forman (BF‑A), age 71, serving since 2014. Former Chief Executive Officer of Bunzl plc (2005–2016) with extensive multinational operating, distribution, and M&A experience; designated “audit committee financial expert.” Currently chairs Brown‑Forman’s Audit Committee and serves on the Corporate Governance & Nominating Committee. Independence affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunzl plc | Chief Executive Officer | 2005–2016 | Led multinational distribution/outsourcing operations; M&A experience cited by BF‑A Board as a qualification. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Next plc | Non‑Executive Director | Since 2017 | Current public company directorship. |
| Grafton Group plc | Non‑Executive Director | 2016–May 2024 | Prior board role (ended May 2024). |
| Bunzl plc | Director | 2003–2016 | Prior board role. |
| Johnson Matthey plc | Director | 2007–2014 | Prior board role. |
Board Governance
- Independence: One of six independent directors on BF‑A’s 11‑member Board; Board voluntarily maintains a majority of independent directors despite “controlled company” status.
- Committee assignments: Audit Committee Chair; Corporate Governance & Nominating Committee member. The Audit Committee met nine times in fiscal 2025; Corporate Governance & Nominating met five times.
- Financial expertise: The Board determined Roney is “financially literate” and an “audit committee financial expert.”
- Attendance and engagement: Board held five regular meetings in fiscal 2025; all current directors attended ≥89% of aggregate Board and committee meetings; independent directors held at least one executive session.
- Lead Independent Director: Role held by Michael A. Todman since 2023 (not Roney).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash (FY2025) | $124,167 | Includes Board retainer cash portion, committee/member/chair retainers, and any meeting fees. |
| DSU awards (FY2025) | $175,000 | Granted July 25, 2024; DSU value based on $45.99 Class A closing price. |
| All other compensation (FY2025) | $10,231 | Travel stipends, product promotion, continuing education, event expenses as applicable. |
| Total (FY2025) | $309,398 | Sum of the above. |
Director compensation structure (standard, Board‑wide):
- Annual Board retainer: $235,000 total ($80,000 cash; $155,000 equity via DSUs). Directors not meeting stock ownership guidelines must receive at least 60% of equity retainer in DSUs; those meeting guidelines may elect up to 100% cash.
- Committee member retainers: Audit $25,000; Compensation $20,000; Corporate Governance & Nominating $20,000. Committee chair retainer: $20,000 (excluding Executive Committee).
- Meeting fees: Board $5,000 per meeting (only if >8 meetings); Audit/Comp/CG&N $2,500 per meeting (only if >10 Audit or >6 Comp/CG&N); reduced $1,250 for virtual meetings.
- Lead Independent Director retainer: $45,000; Non‑employee Chair of the Board retainer: $490,000 (not applicable to Roney).
Performance Compensation
| Equity Instrument | Grant date | Class | Vesting/Settlement | Key Mechanics |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | July 25, 2024 | Class A or B | Annual Board Year; vest over Board Year; paid in stock 6 months after Board service ends | DSUs accrue dividend equivalents converted into additional DSUs; directors can elect lump sum or 10 annual installments on payout. |
Additional DSU detail (position as of April 30, 2025):
- DSUs outstanding: 39,804 Class A DSUs; 4,431 Class B DSUs.
Other Directorships & Interlocks
| Relationship Type | Entity | Potential Conflict Assessment |
|---|---|---|
| External public board | Next plc | No specific Brown‑Forman related‑party exposure disclosed; independence affirmed under NYSE standards. |
| External public board (prior) | Grafton Group plc | No BF‑A related‑party exposure disclosed. |
| External public boards (prior) | Bunzl plc; Johnson Matthey plc | No BF‑A related‑party exposure disclosed; experience relevant to operations and oversight. |
BF‑A Corporate Governance Guidelines contain explicit conflict‑of‑interest screening in director selection. The proxy emphasizes independence and lack of material relationships; no related‑party transactions involving Roney are disclosed in the sections reviewed.
Expertise & Qualifications
- Senior leadership in multinational production, distribution, and operations; international M&A; financial expertise; audit literacy and “audit committee financial expert” designation.
Equity Ownership
| Item | Detail |
|---|---|
| DSUs (as of April 30, 2025) | 39,804 Class A DSUs; 4,431 Class B DSUs. |
| Director stock ownership guideline | 5x annual Board retainer ($1,175,000 for 2025 Board Year). DSUs count toward guideline. |
Governance Assessment
- Strengths: Independent director with deep operating and financial expertise; Audit Committee Chair; audit financial expert designation; robust committee activity (Audit met nine times) and high attendance. These factors support board effectiveness and investor confidence in financial oversight.
- Alignment: Significant DSU holdings and mandatory stock ownership guideline (5x retainer) signal long‑term alignment; DSU structure ties director wealth to stock performance and dividend accruals.
- Time/commitment: Current external board service at Next plc appears within BF‑A’s guideline (≤3 public boards for non‑full‑time directors); meeting cadence and ≥89% attendance indicate engagement.
- Controlled‑company mitigants: Despite controlled status, BF‑A maintains a majority of independent directors and fully independent/heightened‑standard Compensation Committee; Audit Committee independence fully compliant. This reduces governance risk.
- Policies: Hedging/derivative transactions are prohibited for directors; clawback policies in place for incentive compensation (company‑wide).
RED FLAGS
- None disclosed for Roney: no attendance shortfalls, no related‑party or pledging/hedging issues indicated in the proxy sections reviewed.