Darryl Brown
Director at BJ
Board
About Darryl Brown
Independent director since 2021; age 62; chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Background spans 30+ years in consumer packaged goods and financial services, including president/CEO of Shadowbrook Investments, LLC (private equity), American Express global corporate payments leadership, and senior roles at Kraft Foods; MBA (Lake Forest Graduate School of Business) and BS in Accounting (Lincoln University). Core credentials: marketing/brand management, financial services, CPG, and board governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shadowbrook Investments, LLC | President & CEO | Current | Family-run private equity; leadership and investing experience . |
| American Express Company | President, Global Corporate Payments – Americas; EVP/GM Global Corporate Payments | EVP/GM 2010–2012; President 2012–Dec 2016 | Led corporate payments business; deep payments/credit exposure . |
| Kraft Foods | Various leadership roles; led North American retail sales and logistics | Not specified | Large-scale operations, supply chain, and sales leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atradius Trade Credit Insurance | Director | Current | Trade credit insurance industry exposure . |
| Datanomers (analytics) | Advisor and board member | 2015–Jan 2021 | Data/analytics experience . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; all committee members are independent; Compensation Committee members (Brown, Ortega, Parent, Peterson) meet NYSE heightened independence standards .
- Independence: Board states supermajority independence; Brown is an independent nominee; BJ’s has a Lead Independent Director (as of Jan 9, 2025: Steve Ortega) .
- Attendance: FY2024—Board met 4x; Audit 7x; Compensation 5x; Nominating & Corporate Governance 4x; each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management sessions at least twice/year; independent-only private session at least once/year .
- Governance practices: Corporate governance guidelines, independent committee chairs, clawback policy, anti-hedging/pledging; annual evaluations and shareholder engagement .
Fixed Compensation (Non-Employee Director Program; FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 100,000 | Increased from $95,000 in 2023 . |
| Nominating & Corporate Governance Chair | 25,000 | Increased from $18,000 in 2023 . |
| Compensation Committee Member | 15,000 | Increased from $10,000 in 2023 . |
| Lead Director (if applicable) | 60,000 | Not applicable to Brown; increase reflects combined Chair/CEO roles . |
| FY2024 fees earned – Darryl Brown | 139,829 | Actual cash paid; reflects role prorations . |
- Deferrals: As of Sept 2024, non-employee directors may defer RSU grants and/or cash retainers; deferred RSUs convert to deferred stock units at vest; dividend equivalents credited as stock units .
Performance Compensation (Director Equity; FY2024)
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| Annual RSU | June 20, 2024 | 2,032 | 179,954 | Vests on earlier of day before next annual meeting or first anniversary, subject to service continuity . | If terminated upon/within 12 months post-CoC, outstanding director equity accelerates and vests in full . |
Performance metrics: Not applicable for director equity (time-based RSUs; no performance conditions) .
Grant valuation basis: NYSE closing price $88.56 on June 20, 2024; $180,000 annual equity policy value in 2024 (up from $150,000 in 2023) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | FY2024 Compensation Committee members: Brown, Ortega, Parent, Peterson; no executive officer interlocks with other issuers’ boards/comp committees . |
| Related party transactions | None requiring disclosure under Item 404(a) occurred in FY2024; audit committee oversees any such approvals . |
Expertise & Qualifications
- Marketing/brand management; consumer packaged goods; credit/payments; retail/supply chain; governance leadership .
- Education: MBA (Lake Forest Graduate School of Business); BS Accounting (Lincoln University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Darryl Brown | 10,339 | <1% | 8,307 common shares; 2,032 unvested RSUs . |
- Ownership guidelines: Non-employee directors must hold equity equal to 5x annual cash retainer within 5 years of election/appointment; annual certification thereafter .
- Hedging/pledging: Prohibited for directors under insider trading compliance policy; anti-hedging/anti-pledging policy in place .
Governance Assessment
- Board effectiveness: Brown chairs the Nominating & Corporate Governance Committee, directly overseeing director nominations, governance principles, and board self-evaluations—supports board refreshment and governance quality .
- Independence and attendance: Independent committee memberships and ≥75% attendance underpin investor confidence; independent committee chairs and executive sessions enhance oversight .
- Pay structure and alignment: Cash retainer aligned to responsibilities; equity RSUs with one-year vesting create near-term ownership alignment; deferral options add flexibility without reducing alignment; director ownership guideline (5x retainer) strengthens long-term alignment .
- Conflicts/related party exposure: No Item 404(a) related party transactions in FY2024; compensation committee reported no interlocks; anti-hedging/pledging policy reduces misalignment risks .
- Signals: Increases to chair/member fees and lead director retainer reflect elevated governance workload (combined Chair/CEO), not director-friendly entrenchment; change-in-control acceleration for director equity is common but should be monitored for potential perceptions of reduced independence in sale scenarios .
RED FLAGS: None disclosed specific to Darryl Brown (no related-party transactions, no hedging/pledging, no attendance concerns) .
Watch items: CoC acceleration on director equity (standard but monitor), combined Chair/CEO offset by strengthened lead director retainer and independent committee leadership .