Julie Bowerman
About Julie Bowerman
Julie Bowerman, age 56, is an independent director of Brixmor Property Group Inc. (BRX) serving since 2019 and currently chairs the Nominating & Corporate Governance Committee (NCGC) . She is Chief Marketing Officer at Kellanova, with prior senior roles at Kellogg, Hain Celestial, and The Coca-Cola Company, and holds an M.A. in Advertising (Michigan State University) and a B.A. in Communications (University of Dayton) . The Board has affirmatively determined she is independent under NYSE standards; directors met at least 75% attendance in 2024 and all nine attended the 2024 Annual Meeting, underscoring engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellanova | Chief Marketing Officer | 2023–present | Senior leadership in consumer/marketing; data-driven and omnichannel expertise |
| Kellogg Company | Chief Marketing & Ecommerce Officer; Chief Global Digital Consumer & Customer Experience Officer | 2021–2023; 2019–2021 | Digital commerce and omni-channel execution |
| Hain Celestial Group, Inc. | SVP, Digital Engagement & eCommerce | 2017–2019 | Ecommerce strategy and consumer engagement |
| The Coca-Cola Company | Global VP, eCommerce, Shopper Marketing & Digital; VP & GM, eCommerce North America; prior roles | 2015–2017; 2013–2015; 1994–2013 | Ecommerce, shopper marketing, digital transformation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Middleby Corporation | Director | Current | Member, Nominating & Corporate Governance Committee |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCGC) . NCGC duties include director selection criteria, independence/conflicts review, succession planning, and oversight of corporate responsibility/sustainability and human capital .
- Independence and attendance: Board determined Bowerman (and other directors) are independent for all applicable NYSE standards; in 2024 the Board held five meetings, all directors met at least 75% attendance and all attended the 2024 Annual Meeting .
- Engagement and effectiveness: Annual Board/committee/director evaluations designed by NCGC include written questionnaires and an interview of each director by the NCGC Chair; feedback drives practice improvements (e.g., added an annual long‑term strategy meeting in 2024) .
- Board structure: Independent Chair and Presiding Independent Director; independent Audit, Compensation, and NCGC; director overboarding limits (≤4 public boards, ≤3 audit committees) and all directors comply .
- Executive sessions: Independent directors meet regularly in executive session; the Presiding Independent Director calls and presides over executive sessions .
Fixed Compensation
| Component (Annual) | 2023 | 2024 |
|---|---|---|
| Board cash retainer ($) | $60,000 (policy) | $60,000 (policy) |
| NCGC chair cash fee ($) | $17,500 (policy) | $17,500 (policy) |
| Total cash fees reported ($) | $77,500 (Bowerman) | $77,500 (Bowerman) |
| Meeting/ad hoc committee fees ($) | Not disclosed for Bowerman; ad hoc committee fees exist but she is not listed as member | Not disclosed for Bowerman; ad hoc committee fees exist but she is not listed as member |
Notes: Director fee schedule includes Audit ($17,500; $35,000 chair), NCGC ($12,500; $17,500 chair), Compensation ($12,500; $25,000 chair), and ad hoc investment committee ($10,000; $15,000 chair); equity grants are separate (see below) .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Restricted stock grant (grant-date fair value) ($) | $120,000 (granted 4/26/2023; vests on anniversary) | $120,000 (granted 4/25/2024; vests on anniversary) |
| Options | None granted | None granted |
| Performance metrics tied to director equity | None disclosed (time-vested restricted stock) |
Other Directorships & Interlocks
| Company | Relationship to BRX (supplier/customer/competitor) | Potential Interlock/Conflict | Status |
|---|---|---|---|
| The Middleby Corporation | Not disclosed as BRX tenant/supplier | None disclosed in related-person transactions | No related-party transactions since 1/1/2024 |
Expertise & Qualifications
- Retail/omnichannel, consumer/marketing, data/predictive analytics, and ESG expertise; recognized on BRX’s skills matrix in these areas .
- Education: M.A., Advertising (Michigan State); B.A., Communications (University of Dayton) .
- Governance competencies: NCGC leadership, independence/conflict oversight, succession planning, corporate responsibility and human capital oversight .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 31,068 (as of 2/14/2025) |
| Shares outstanding (for percent calc) | 306,040,394 (as of 2/14/2025) |
| Ownership as % of outstanding | ~0.010% (31,068 ÷ 306,040,394) |
| Director ownership guideline | 5x cash portion of prior-year Board fee; compliance required within five years |
| Guideline compliance status | Each independent director with ≥5 years service is in compliance (includes Bowerman given 2019 start) |
| Pledging/hedging | Prohibited for directors and executives under BRX policy |
Governance Assessment
- Alignment signals: Equity grants ($120k/year) exceed cash fees ($77.5k/year), supporting ownership alignment; restricted stock vests on anniversary, encouraging multiyear engagement .
- Board effectiveness: As NCGC Chair, Bowerman leads director evaluations (including interviews) and oversees succession and ESG/human capital, indicating strong governance engagement .
- Independence and conflicts: Affirmatively determined independent; no related‑person transactions reported since 1/1/2024; pledging/hedging prohibited—low conflict risk .
- Overboarding risk: BRX limits to ≤4 public boards; Bowerman holds one other public board (Middleby)—well within limits .
- Attendance: Directors met ≥75% attendance and all attended 2024 Annual Meeting—good board engagement .
- Shareholder sentiment: Say‑on‑pay support was 96.6% in 2024, consistent with prior strong support, reinforcing investor confidence in governance/comp structures .
RED FLAGS: None identified—no related party transactions; independence affirmed; overboarding controls in place; pledging/hedging prohibited .