Timothy M. Nall
About Timothy M. Nall
Timothy M. Nall is Executive Vice President, Chief Global Supply Chain & Technology Officer at Brown‑Forman, responsible for global production operations, supply chain, R&D, QA, external manufacturing, and all IT functions including analytics and cybersecurity; he joined the Executive Leadership Team in 2021 and has served in supply chain and technology leadership roles at Brown‑Forman since 2000 . He holds a BS in Electrical Engineering and an MBA (operations) from the University of Louisville . FY2025 company performance was challenged: underlying net sales declined 2%, underlying operating income declined 3%, and 1‑year TSR was −26% versus +15% for the S&P 500 Consumer Staples Index; NEO short‑term cash incentive payouts reflected this, with lower actuals versus targets .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brown‑Forman | EVP, Chief Global Supply Chain & Technology Officer | 2022–present | End‑to‑end global supply chain leadership; technology strategy and cybersecurity oversight |
| Brown‑Forman | SVP, Chief Information & Advanced Analytics Officer | 2015–2022 | Built advanced analytics capability; enterprise IT leadership |
| Brown‑Forman | VP, Director Technical Services | 2013–2014 | Technical operations leadership |
| Brown‑Forman | VP & GM, Brown‑Forman Wines | 2011–2013 | Portfolio and P&L leadership in wines |
| Alcoa; American Air Filters; SSTI (Ford/Johnson Controls JV) | Operations/engineering roles | Pre‑2000 | Industrial operations experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Home of the Innocents | Board of Directors | Current |
| CASA of the River Region | Board Chair | Past |
| Dendrifund | Board member | Past |
| Saint Xavier High School | Board of Directors | Appointed Aug 1, 2025 |
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base salary and holiday bonus ($) | $520,850 |
| Pension present value – Qualified ($) | $786,909 |
| Pension present value – Non‑Qualified SERP ($) | $952,751 |
| All Other Compensation – total ($) | $46,656 |
| • 401(k) match ($) | $17,967 |
| • Company‑provided life insurance ($) | $1,996 |
| • Car allowance ($) | $14,400 |
| • Other perqs incl. financial planning, product promotion, personal security ($) | $12,293 |
Performance Compensation
| Component | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short‑Term Cash Incentive (STC) | Underlying net sales growth (YoY) | 40% (of Company 80%) | 2% target; thresholds: −3% (0%), max 7% (200%) | Actual −2%; 0% payout on this metric | Annual (FY2025 paid) |
| Short‑Term Cash Incentive (STC) | Underlying operating income growth (YoY) | 40% (of Company 80%) | 4% target; thresholds: −3% (0%), max 11% (200%) | Actual −3%; 0% payout on this metric | Annual (FY2025 paid) |
| Short‑Term Cash Incentive (STC) | Individual performance | 20% | Committee judgement (FY2025 uniform individual % applied) | Actual STC paid: $102,700 vs $325,000 target | Annual (FY2025 paid) |
| Long‑Term Incentive – PBRSUs (2025 grant) | 3‑yr TSR vs S&P 500 Consumer Staples | 50% | 55th percentile target; 30th = 50% payout; 80th = 150% | Payout range 50–150% at end of performance period | 3‑yr; expected certification ~June 1, 2027 |
| Long‑Term Incentive – PBRSUs (2025 grant) | 3‑yr adjusted operating income CAGR vs S&P 500 Consumer Staples | 50% | 55th percentile target; 30th = 50% payout; 80th = 150% | Payout range 50–150% at end of performance period | 3‑yr; expected certification ~June 1, 2027 |
| Long‑Term Incentive – SSARs (2025 grant) | Stock price appreciation over $45.07 strike | 100% of SSARs component | N/A | 16,149 SSARs granted; exercisable 5/1/2027; expire 4/30/2034 | 7‑yr exercise window after vest |
| Long‑Term Incentive – PBRSUs (2023–2025 perf period) | TSR vs S&P 500 Consumer Staples | 100% (legacy cash LTI considered separately) | N/A | Paid at 50% of target; Nall issued 1,016 Class A shares on 6/2/2025 | Vested 6/2/2025 |
| Long‑Term Cash Incentive (legacy) | Relative underlying net sales and operating income (3‑yr) | 100% (legacy program) | N/A | Paid $191,108 for FY2023–FY2025 period (overall payout 137%) | Paid 6/15/2025 |
Equity Ownership & Alignment
| Metric | As of Apr 30, 2025 |
|---|---|
| Beneficial ownership – Class A common (shares) | 435 (less than 1% of class) |
| Beneficial ownership – Class B common (shares) | 54,541 (less than 1% of class) |
| Class B shares held in 401(k) | 6,807 |
| SSARs exercisable or becoming exercisable within 60 days | 41,567 Class B SSARs |
| PBRSUs – unearned units outstanding (grant date) | 5,148 (7/27/2023); 9,640 (7/25/2024) |
| PBRSUs – shares issued for 2023–2025 performance period | 1,016 Class A shares (issued 6/2/2025) |
| Shares pledged as collateral | None indicated for Nall (pledging disclosed for certain others) |
| Employee stock ownership guidelines | None for employees; Committee reviews NEO ownership annually |
Employment Terms
- No employment agreements for NEOs; no formal severance plan, though the company may use consulting agreements with retiring executives .
- Clawbacks: Mandatory recovery policy compliant with SEC Rule 10D/NYSE; additional 2013 recoupment extends to six years for fraud/misconduct .
- Insider trading policy: Prohibits short sales, exchange‑traded derivatives, and hedging/monetization transactions; establishes trading procedures for insiders .
- Change‑in‑control: Awards continue unaffected; options/SSARs vest immediately but follow original schedule; if terminated without cause or after constructive discharge within one year post‑CIC, all awards vest and cash incentives pay at target pro‑rated (double‑trigger) .
Potential payments table (as if termination on Apr 30, 2025):
| Scenario | Holiday Bonus ($) | STC ($) | LTC ($) | PBRSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination not for cause | $8,688 | $102,700 | $191,108 | $549,194 | $851,689 |
| Retirement | $8,688 | $102,700 | $191,108 | $549,194 | $851,689 |
| Termination upon change in control | $8,688 | $325,000 | $139,495 | $581,000 | $1,054,183 |
| Death | $8,688 | $325,000 | $139,495 | $581,000 | $2,702,183 (incl. death benefit $1,648,000) |
Investment Implications
- Pay‑for‑performance alignment: Nall’s variable pay is heavily tied to (a) underlying net sales and operating income growth (80% of STC) and (b) 3‑year TSR and adjusted operating income relative to the S&P 500 Consumer Staples Index (PBRSUs), with STC and LTI outcomes sensitive to company under/over‑performance . FY2025 underperformance drove lower short‑term payouts ($102,700 vs $325,000 target), highlighting downside sensitivity .
- Near‑term selling pressure considerations: The July 2022 SSARs became exercisable on May 1, 2025, and the July 2024 SSARs become exercisable on May 1, 2027, creating windows when equity could be monetized; however, hedging and short sales are prohibited .
- Skin‑in‑the‑game and pledging: Beneficial holdings are modest relative to total shares outstanding (less than 1%); no pledging disclosed for Nall, which is positive for alignment risk .
- Retention risk and protections: Absence of employment agreements and formal severance suggests limited guaranteed protections; double‑trigger CIC vesting and pro‑rated target cash ensure some protection, but overall structure emphasizes at‑risk pay over guarantees .
- Governance signals: Strong clawback regime and prohibition of hedging/derivatives reduce governance risk. Say‑on‑pay received 99% approval in 2023, indicating shareholder support for the overall compensation framework .
Education: BS Electrical Engineering and MBA (operations) – University of Louisville .
Executive leadership tenure: ELT since 2021; EVP Supply Chain & Technology since 2022 .
FY2025 performance context: underlying net sales −2%, underlying operating income −3%, 1‑yr TSR −26% vs Consumer Staples +15% .