Douglas W. Brown
About Douglas W. Brown
Independent director since April 1, 2011, Douglas W. Brown (age 69) brings CFO, CEO, and audit oversight experience from software, manufacturing, and information services companies; he holds a Bachelor’s in Business from the University of Idaho . He is currently an independent director of Data I/O (DAIO) and is classified as independent under SEC and Nasdaq standards . Brown chairs the Audit Committee and serves on the Compensation and Corporate Governance & Nominating Committees, with active involvement in a 2024 Special Committee for CEO succession .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| All Star Directories, Inc. (Seattle) | Executive Chairman; previously President | President 2005–2016; retired 2019 as Executive Chairman | Led web-based education directories; governance leadership |
| Venture-backed clients | Governance and interim executive services | 2003–2005 | Interim President and board member engagements |
| GoAhead Software | Board Member; President | Director 1998–2003; appointed President in 2001 | Board-to-operator transition |
| Seattle-area manufacturing co. (became Leggett & Platt Division) | President | 1993–1999 (became division in 1996) | Operational leadership through acquisition |
| Seattle Silicon | Chief Financial Officer | Not disclosed | CFO experience |
| Phamis | EVP, Finance & Operations | Not disclosed | Finance and operations leadership |
| Arthur Young & Co. (Ernst & Young) | Certified Public Accountant | Early career | Public accounting foundation |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None listed in company proxy biography |
| Prior public company boards | Not disclosed in the proxy biography |
| Non-profit/academic/private boards | Not specifically disclosed for Brown in proxy biography |
Board Governance
- Independence: Independent director under SEC and Nasdaq standards .
- Board leadership: Independent Chair (Sally A. Washlow); CEO is not independent .
- Committee assignments (2024–2025):
- Audit Committee: Chair (met 4 times in 2024; 100% committee attendance) .
- Compensation Committee: Member starting September 1, 2024 (met 4 times; 100% committee attendance) .
- Corporate Governance & Nominating Committee: Member (CGNC met 7 times; 100% committee attendance) .
- Special Committee (CEO transition): Member (with Washlow and Smith); met 3 times; 100% attendance .
- Board attendance: In 2024, the board held 22 meetings; each incumbent director attended over 89% of meetings (no individual breakdown provided). In 2023, directors attended 100% of board meetings .
Committee Assignments Snapshot
| Committee | Role | Period/Notes |
|---|---|---|
| Audit | Chair | 2024–2025; 4 meetings in 2024; 100% committee attendance |
| Compensation | Member | Starting 9/1/2024; 4 meetings in 2024; 100% committee attendance |
| Corporate Governance & Nominating | Member | 7 meetings in 2024; 100% committee attendance |
| Special Committee (CEO Search/Transition) | Member | 3 meetings; 100% attendance |
Fixed Compensation
- Structure (non-employee directors): $7,750 quarterly cash retainer; additional quarterly fees: Board Chair $3,750, Audit Chair $2,500, Compensation Chair $2,000, CGNC Chair $2,000. Prorated for changes; no meeting fees .
- 2024 director cash fees for Brown: $41,000 .
- 2023 director cash fees for Brown: $42,909 .
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 41,000 | Cash retainer + chair fees as applicable (quarterly structure per policy) |
| 2023 | 42,909 | Cash retainer + chair fees per policy |
Performance Compensation
- Equity vehicle: Time-based Restricted Stock Awards (RSUs) granted annually to non-employee directors; vest in one year or on the next annual meeting date, if earlier .
- No performance metrics apply to director equity; vesting is time-based (not PSU/TSR-linked for directors) .
| Grant Year | Grant Date | Instrument | Shares Granted | Fair Value/Share ($) | Total Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | May 16, 2024 | RSU | 14,100 | 2.93 | 41,313 | One year or next annual meeting |
| 2023 | May 18, 2023 | RSU | 10,400 | 4.45 | 46,280 | One year or next annual meeting |
Performance metrics for director compensation: None; director RSUs are time-vested (no EBITDA/revenue/TSR conditions) .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Related Party |
|---|---|---|---|
| Current public boards | — | — | None listed in proxy biography |
| Prior public boards | — | — | Not disclosed |
| Notes | — | — | Audit Committee monitors related-party transactions; none significant or material in 2023–2024 |
Expertise & Qualifications
- Background: Former CPA (Arthur Young/Ernst & Young); CFO of Seattle Silicon; EVP Finance & Operations at Phamis; President/CEO roles (manufacturing and software); Executive Chairman of All Star Directories; board-to-operator transitions .
- Audit oversight: Chairs Audit Committee; the Audit Committee included at least two “audit committee financial experts” under SEC rules during 2024 (not individually named) .
- Education: Bachelor’s in Business, University of Idaho .
Equity Ownership
- Stock ownership guideline: Directors must hold ≥3x annual cash retainer; Brown has met the requirement as of the 2025 Record Date .
- Hedging policy: Company prohibits hedging; disclosed in Securities Trading Policy .
- Pledging: No pledging disclosure noted for Brown in the proxy.
| As of Record Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Options/Derivatives | Ownership Guideline Status |
|---|---|---|---|---|
| March 18, 2025 | 81,459 | <1% (per footnote) | No outside director had outstanding options at 12/31/2024 | Meets 3x retainer guideline |
| March 18, 2024 | 64,359 | <1% (per footnote) | No outside director had outstanding options at 12/31/2023 | Guideline status not explicitly stated for 2024; policy in place |
Insider Trades
| Period/Disclosure | Transaction | Details |
|---|---|---|
| Reported in 2025 proxy | Form 4 filed one day late for a small open market purchase (Brown) | Company cites a communication delay; exact shares/price not specified in proxy |
Governance Assessment
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Strengths
- Independent director with deep finance and operating background; chairs Audit Committee; active on Compensation and CGNC .
- High committee engagement: Audit, CGNC, Compensation committees reported 100% attendance in 2024; board incumbents >89% .
- Ownership alignment: Meets director ownership guideline; receives annual time-vested RSUs; hedging prohibited .
- Conflict controls: Audit Committee reviews related-party transactions; none significant/material in 2023–2024 .
- Active role in CEO succession via Special Committee (3 meetings; 100% attendance) .
-
Risks / RED FLAGS
- Late Section 16(a) filing: One Form 4 for a small open market purchase was filed one day late (communication delay). While minor, late filings are a process control blemish .
- Board shareholder influence context: New director Garrett Larson is a Senior Equity Analyst at Kanen Wealth Management (a significant shareholder), which may increase shareholder influence; not related to Brown individually but relevant to overall board dynamics .
-
Compensation structure implications
- Director pay mixes cash retainers and annual time-based RSUs (no performance metrics), aligning with small-cap norms but offering limited explicit performance linkage for directors; equity vesting aligns time-in-seat with ownership guidelines .
-
Additional governance signals
- Clawback policy adopted (Oct 25, 2023); applicable to executives (contextual for overall governance) .
- Say-on-pay approval 85.5% in 2024; Board and auditor oversight stable (contextual for governance climate) .