Colleen Brown
About Colleen Brown
Colleen Brown, 66, is an independent director of Bakkt Holdings, Inc. (BKKT) serving since July 2024. She previously was President, CEO and a director of Fisher Communications Inc.; held leadership roles at Belo Corp., Lee Enterprises, and Gannett; and founded Marca Global. Brown holds a B.A. from the University of Dubuque and an MBA from the University of Colorado Boulder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fisher Communications Inc. | President, CEO, Director | Prior (dates not disclosed) | Led public multimedia company; executive leadership experience |
| Belo Corp.; Lee Enterprises; Gannett | Senior leadership roles | Prior | Media operations, finance, strategy experience |
| Marca Global | Founder | Prior | Marketing and internet technology focus |
| Spark Networks | Board Chair; Interim CEO | Prior | Governance leadership; interim operational oversight |
| American Apparel | Board Chair | Prior | Governance leadership |
| DataSphere Technologies | Director | Prior | Technology governance |
| BECU (Boeing Employees Credit Union) | Director | Prior | Financial services oversight |
| CareerBuilder; Classified Ventures | Director | Prior | Digital platforms and consortium governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TrueBlue (NYSE:TBI) | Director | Since 2014 | Chair, Nominating & Corporate Governance; Member, Compensation; Member, Innovation & Technology |
| Big 5 Sporting Goods (NASDAQ:BGFV) | Director | Since 2017 | Member, Audit; Member, Nominating & Corporate Governance |
| Port Blakely Forestry (private) | Director | Since 2010 | Board service at privately held forestry company |
Board Governance
- Independence: Brown is “Independent” under NYSE standards .
- Committee assignments and chair roles:
- As of April 28, 2025 (proxy): Member, Audit & Risk; Chair, Compensation .
- Post-reorganization (Nov 3, 2025): Member, Audit & Risk; Chair, Compensation; Member, Nominating & Corporate Governance .
- Audit committee financial expert: The Board determined Brown qualifies as an “audit committee financial expert” .
- Board structure: Independent Board chair; majority independent Board; committees comprised only of independent directors; Audit Committee must approve related-party transactions .
- Attendance and engagement:
- Board met 12 times in FY2024; each director attended at least 75% of Board and assigned committee meetings .
- Committee meeting cadence in FY2024: Audit & Risk (9); Compensation (7) .
| Governance Element | Detail |
|---|---|
| Director Since | July 2024 |
| Current Term Expiry | Class III director; term expires 2027 |
| Independence | Yes |
| Committees (Apr 2025) | Audit & Risk (Member); Compensation (Chair) |
| Committees (Nov 2025) | Audit & Risk (Member); Compensation (Chair); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Yes |
| Board Meetings (FY2024) | 12; ≥75% attendance by each director |
| Committee Meetings (FY2024) | Audit & Risk: 9; Compensation: 7 |
| Board Chair Independence | Board chair is independent |
Fixed Compensation
- Outside Director Cash Program (standard, paid quarterly; may be prorated):
- $50,000 annual retainer (non-employee director)
- Committee chair/member fees:
- Audit Chair $25,000; Audit Member $10,000
- Compensation Chair $20,000; Compensation Member $7,500
- Nominating Chair $12,000; Nominating Member $5,000
- Non-executive Board Chair additional $100,000
- Special committee compensation may be approved; total $798,000 paid to special committee members in 2024 (company-level)
| Item | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 50,000 | Standard program |
| Audit & Risk Committee member fee | 10,000 | Per year (member) |
| Compensation Committee chair fee | 20,000 | Per year (chair) |
| Nominating Committee member fee | 5,000 | Per year (member) |
| Special committee compensation (company-wide 2024) | 798,000 | Aggregate paid to special committee members |
| Colleen Brown – FY2024 Actual | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 24,388 |
| Stock Awards (Grant-Date Fair Value) | 225,226 |
| Total | 294,614 |
Performance Compensation
- Director Equity: Annual RSU awards valued at $200,000 granted on each annual meeting date; prorated for off-cycle joiners; vest at earlier of 1-year anniversary or next annual meeting, subject to continued service .
- Change-in-control: Outstanding director equity accelerates vesting in full upon change in control under the 2021 Omnibus Incentive Plan, subject to continued service through the closing .
- Election feature: Directors may elect to receive all or part of annual cash retainer in RSUs (subject to plan limits) .
| Metric | Detail |
|---|---|
| Annual RSU Award Value | $200,000 (standard; prorated if joined off-cycle) |
| Vesting Schedule | Vests at earlier of one-year from grant or next annual meeting, continued service required |
| Change-in-Control Treatment | Accelerated vesting in full at change in control, with continued service through closing |
| Cash-for-Equity Election | Option to take cash retainers in RSUs (subject to plan limits) |
| Colleen Brown – Outstanding RSUs (12/31/2024) | 12,228 units; vest in full on May 31, 2025 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| TrueBlue (TBI) | Public | Director | Chair Nominating & Corporate Governance; Member Compensation; Member Innovation & Technology |
| Big 5 Sporting Goods (BGFV) | Public | Director | Member Audit; Member Nominating & Corporate Governance |
| Port Blakely Forestry | Private | Director | Not disclosed |
- The proxy emphasizes governance controls: related-party transactions require Audit Committee approval, and the Board operates with majority independence and independent chair, reducing interlock-related conflict risks at BKKT .
Expertise & Qualifications
- Strategic planning, operations, finance, technology, and corporate governance; prior service as chair of two public company boards and CEO of two public companies .
- Audit committee financial expertise designation at BKKT .
- Cross-industry exposure (media, technology, labor solutions, retail) enhances oversight breadth .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs Outstanding (as of 12/31/2024) | Vesting |
|---|---|---|---|---|
| Colleen Brown | 2,728 | <1% | 12,228 | RSUs vest May 31, 2025 |
- Ownership guidelines and pledging: The proxy includes a section titled “Policy Prohibiting Hedging or Pledging of Securities” (indicative of restrictions), though specific policy language and Brown’s pledging status are not detailed in the cited text .
Governance Assessment
- Strengths: Independent director with chair role on Compensation and membership on Audit & Risk (financial expert) and Nominating (post-Nov 2025), aligning with robust governance oversight; Board is majority independent with an independent chair and formal committee charters; related-party transaction controls via Audit Committee .
- Alignment: Brown’s compensation mix is heavily equity-linked via RSUs with time-based vesting and full acceleration on change-in-control; FY2024 total compensation reflects prorated cash (joined mid-2024) and equity awards; modest current share ownership (<1%) with scheduled vesting increases near-term alignment .
- Engagement: Board met 12 times in FY2024 and each director attended at least 75% of board and committee meetings; committee meeting frequency suggests active oversight cadence (Audit & Risk: 9; Compensation: 7) .
- Watch items: Company-level special committee fees in 2024 totaled $798,000, indicating intensive strategic activity; while not specific to Brown, such dynamics increase governance workload and scrutiny; the Board’s 2025 special meeting to increase authorized shares and adopt a treasury investment policy involving Bitcoin adds risk oversight complexity for audit and risk governance .
Overall, Brown’s independent status, committee leadership, and audit financial expertise support board effectiveness; near-term equity vesting improves alignment, though her current beneficial ownership is small (<1%), and BKKT’s digital asset strategy elevates the importance of rigorous risk oversight at the committee level .