Timothy Brown
About Timothy Brown
Timothy Brown (44) is Allbirds’ co‑founder and a Class III director serving since 2015. He is currently Co‑Founder and Brand Ambassador (since Jan 2025), and previously served as Chief Innovation Officer (May 2023–Jan 2025), Co‑CEO (Oct 2015–May 2023), and CEO (May–Oct 2015). He holds a B.S. in Design from the University of Cincinnati and an M.Sc. in International Management from the London School of Economics; he was Vice Captain of New Zealand’s 2010 World Cup football team .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allbirds, Inc. | Co‑Founder & Brand Ambassador | Jan 2025–present | Brand stewardship; public-facing representation |
| Allbirds, Inc. | Chief Innovation Officer | May 2023–Jan 2025 | Product/innovation leadership |
| Allbirds, Inc. | Co‑Chief Executive Officer | Oct 2015–May 2023 | Co-led corporate strategy/operations |
| Allbirds, Inc. | Chief Executive Officer | May 2015–Oct 2015 | Founding leadership |
| Redscout (brand consulting) | Manager, Innovation Strategy & Business Development | Mar–Aug 2015 | Brand/innovation projects |
| New Zealand National Team | Vice Captain, FIFA World Cup | 2010 | Leadership/Team performance |
External Roles
No current public company directorships disclosed for Brown; no committee roles at other issuers noted .
Board Governance
- Class III director; term expires 2027; director since 2015 .
- Independence: Not identified as independent under Nasdaq; Board determined five independent directors (Blumenthal, Boyce, Freeman, Levitan, Thanawala) — Brown is absent from this list .
- Committee assignments (FY2024): None. Audit (Boyce, Levitan, Thanawala—Chair); Compensation (Blumenthal, Freeman, Levitan—Chair); SNG (Boyce—Chair, Freeman) .
- Lead Independent Director: Dick Boyce; responsibilities include presiding executive sessions, liaison to CEO, agenda setting .
- Attendance: Board met 6 times in FY2024; all incumbent directors attended ≥75% of Board/committee meetings served .
Fixed Compensation
| Year | Director Fees (Cash) | Director Stock Awards (Fair Value) | Other | Total |
|---|---|---|---|---|
| 2024 | — | — | $325,000 (employee compensation while serving as CIO) | $325,000 |
- Non‑Employee Director Policy: Annual Board retainer increased to $50,000 effective Jul 1, 2024; lead director $15,000; committee chair/member retainers per policy .
- Annual director RSU grants reduced to 3,000 RSUs in 2024 (grant date fair value ~$32,202); Brown did not receive non‑employee director pay in 2024 due to employee status .
Performance Compensation
| Award Type | Metric | Measurement/Structure | Status/Notes |
|---|---|---|---|
| Performance Stock Units (PSUs) | Relative Total Shareholder Return (TSR) | Earned based on achievement of relative TSR goals over specified measurement periods per award agreement | Brown held 6,565 PSUs outstanding as of 12/31/2024 . Footnote confirms PSUs are tied to relative TSR; specific tranches/targets not disclosed for Brown . |
- Executive PSU constructs in the company include stock‑price tranches for CEO awards ($40 and $60 targets), underscoring the use of market‑based performance conditions; Brown’s PSU terms reference relative TSR rather than specific price hurdles .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No current public company board service or disclosed interlocks for Brown . |
Expertise & Qualifications
- Education: B.S. in Design (University of Cincinnati); M.Sc. in International Management (LSE) .
- Domain: Brand building, product innovation, strategy; professional sports leadership cred (NZ football) .
- Board rationale: Selected for perspective/experience as co‑founder and former executive .
Equity Ownership
| Holding Detail | Amount | % Class | Voting Power Contribution |
|---|---|---|---|
| Class B shares (trust and options) | 697,797 shares | 27.1% of Class B | High influence (Class B = 10 votes/share); Brown’s total voting power = 22.4% |
| Class A options exercisable (≤60 days of 3/31/2025) | 33,219 shares | <1% of Class A | 1 vote/share |
| Class B options exercisable (≤60 days of 3/31/2025) | 31,251 shares | — | 10 votes/share |
| Outstanding options (12/31/2024) | 76,810 total (45,559 Class A; 31,251 Class B) | — | — |
| Unvested RSUs (12/31/2024) | 6,565 PSUs (relative TSR) | — | — |
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging and derivative trading; pledging generally prohibited (limited exceptions apply to executive officers with pre‑approval—not directors) .
- Ownership concentration: Class B supervoting shares materially amplify Brown’s influence relative to economic stake .
Governance Assessment
- Independence risk: Brown is a non‑independent director due to co‑founder status and recent officer role (CIO through Jan 2025); this reduces the count of independent voices directly overseeing management .
- Voting power concentration: Significant Class B holdings confer 22.4% total voting power, creating potential misalignment if control prerogatives diverge from minority Class A holders — a structural governance consideration for investors in dual‑class issuers .
- Committee engagement: No FY2024 committee memberships; limits direct involvement in audit, compensation, and nomination oversight, though Board retains overall risk oversight .
- Attendance/engagement: Met minimum attendance standard (≥75%); neutral signal on engagement quality absent granular director‑level attendance disclosure .
- Compensation alignment: Brown received no non‑employee director fees/RSUs in 2024; compensation was via employee role (CIO), avoiding typical director pay concerns but reinforcing non‑independence .
- Related‑party exposure: Company maintains formal related‑party policy and Audit Committee approval procedures; investors’ rights agreement includes entities affiliated with founders (ongoing registration rights); no Brown‑specific related‑party transactions disclosed in 2024–2025 .
- Policy safeguards: Anti‑hedging/pledging policies, clawback policy compliant with Nasdaq/SEC rules, and committee charters in place; these are positives for governance hygiene .
RED FLAGS
- Dual‑class control dynamics due to Brown’s Class B ownership (22.4% voting power) .
- Non‑independent director status following recent executive tenure .
- No committee assignments (FY2024), limiting direct oversight channels .
POSITIVES
- Formalized governance structure with lead independent director and active committees; clear insider trading/pledging restrictions; clawback adopted per new listing standards .
- Board‑level attendance threshold achieved; annual Board/committee self‑evaluations under SNG oversight .