W. Austin Musselman, Jr.
About W. Austin Musselman, Jr.
W. Austin Musselman, Jr. is a fifth-generation Brown family stockholder and Brown-Forman director since 2024. Age 53, he is Managing Member of White Oak Investments LLC and Owner/Manager of Ashbourne Farms, with extensive experience in family governance and entrepreneurial operations; the Board elected not to make an independence determination for him and classifies him as a Brown Family Director (BF) . He previously served as a founding member of the Brown‑Forman/Brown Family Shareholders Committee (2007–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Oak Investments LLC | Managing Member | Since 2005 | Developed Haymarket retail chain; family governance and business operations expertise |
| Ashbourne Farms | Owner and Manager | Since 1999 | Fourth-generation farm leadership; entrepreneurial management |
| Highland Development Group Partners III LLC | Owner and Manager | Since 2007 | Residential real estate operations |
| Brown‑Forman/Brown Family Shareholders Committee | Founding Member | 2007–2018 | Family-company engagement forum; governance dialogue |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Glenview Trust Company | Director | Since 2018 | Financial services; non-public company per disclosure context |
| The Brown‑Forman Foundation | Director | 2018–2021 | Company-affiliated foundation |
Board Governance
- Director category: Brown Family Director (BF); independence not determined by the Board under NYSE standards .
- Committee assignments: None disclosed for Audit, Compensation, Corporate Governance & Nominating, or Executive Committees as of April 30, 2025 .
- Attendance: The 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 .
- Election results (2025 Annual Meeting): For 149,571,109; Against 7,672,539; Abstain 110,846 (broker non-votes 4,937,587) .
- Family relationships: First-cousin relationship exists between Elizabeth M. Brown and W. Austin Musselman, Jr. .
- Executive sessions: At least one executive session attended only by independent directors in fiscal 2025 .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $180,672 | Includes annual Board retainer paid in cash; no committee retainers disclosed |
| All other compensation | $830 | Stipends/product promotion/education or related minor items |
| Total | $181,502 |
Reference structure: Non-employee directors receive an annual Board retainer of $235,000 (cash $80,000; equity $155,000 in DSUs), meeting fees above thresholds, committee member/chair retainers, Lead Independent Director retainer, and non-employee Chair retainer as applicable .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units Granted FY2025 | Fair Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) | July 25, 2024 | 0 | N/A |
| Stock options/SSARs | N/A | 0 | N/A |
- Director stock ownership guideline: Non‑employee directors must own Company stock equal to 5× the annual Board retainer ($1,175,000 for 2025); DSUs count toward compliance; unexercised SSARs excluded .
- Meeting fee thresholds: Board (>8 meetings), Audit (>10), Compensation and Corporate Governance & Nominating (>6); virtual meeting fees at reduced levels .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| The Glenview Trust Company | Director since 2018 | Financial services; no disclosed supplier/customer interlock with Brown‑Forman |
| The Brown‑Forman Foundation | Director 2018–2021 | Company-affiliated foundation; governance proximity to controlling family |
| Brown family governance roles | Founding member, Shareholders Committee | Reinforces family engagement in oversight; controlled-company context |
Expertise & Qualifications
- Family governance and business operations; entrepreneurial management across agribusiness and real estate .
- Service on civic/for-profit boards; long-term ownership perspective as fifth-generation stockholder .
Equity Ownership
| Security Class | Sole Investment Power | Shared Investment Power | Total | % of Class |
|---|---|---|---|---|
| Class A Common | 5,656,134 | — | 5,656,134 | 3.3% |
| Class B Common | 5,008,384 | 7,301 | 5,015,685 | 1.7% |
- Voting vs. investment power: Campbell P. Brown and W. Austin Musselman, Jr. hold investment power but not voting power over their Class A shares, reflecting family voting arrangements (e.g., Wolf Pen Branch) typical of Brown‑Forman’s controlled-company structure .
Governance Assessment
- Positive signals: Strong attendance norms (≥89%); transparent committee charters with fully independent Audit and Compensation Committees; annual Board/committee self‑assessments; formal clawback policy aligned with SEC/NYSE rules; insider trading policy prohibits hedging/derivatives/short sales .
- Alignment: Significant beneficial ownership (3.3% Class A; 1.7% Class B) indicates high “skin‑in‑the‑game,” likely exceeding director ownership guidelines materially .
- Controlled‑company considerations: Independence not determined for Musselman; classification as Brown Family Director concentrates influence among controlling stockholders; family ties (first‑cousin link with Elizabeth M. Brown) warrant monitoring for recusal practices and committee composition (he is not seated on Audit/Comp/Nominating committees, which mitigates conflict risk in sensitive areas) .
- Compensation mix: No DSU equity award for FY2025 and predominately cash fees ($180,672) may modestly reduce direct annual equity linkage; mitigated by very large existing share ownership .
- Shareholder support: 2025 director election showed robust “For” votes for Musselman (149.57M for vs. 7.67M against), indicating investor tolerance of the controlled-company governance model in current context .
RED FLAGS to monitor:
- Independence not determined; family relationship with another director (potential perceived conflicts) .
- Controlled-company status (family voting arrangements) may limit traditional governance safeguards despite voluntary adoption of several best practices .
- Absence from key committees keeps direct influence away from audit/comp governance, but also reduces opportunities to demonstrate independent oversight .
Additional context:
- 2023 Say‑on‑Pay support exceeded 99%, suggesting broad shareholder confidence in compensation governance; next advisory vote expected at 2026 Annual Meeting .