Melinda Brown

About Melinda Brown

Melinda Brown, age 68, has served on the DTIL Board since May 2022 and is Chair of the Audit Committee. She is a CPA with deep leadership experience in accounting, finance, and enterprise risk management, including roles at Tapestry, Inc. (SVP & Controller, 2012–2019) and 30 years at PepsiCo culminating as SVP, Global Financial Shared Services & Productivity; she holds a BS in Accounting and an MBA from the University of Connecticut and began her career at Coopers & Lybrand and the Financial Accounting Standards Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Melinda Brown is independent under Nasdaq rules (one of five independent directors) .
• Committee assignments: Audit Committee Chair; not listed as a member of Compensation, Nominating & Governance, or Science & Technology committees .
• Financial expertise: The Board determined Brown qualifies as an “audit committee financial expert” (Item 407(d)(5) of Regulation S‑K) .
• Attendance and engagement: In 2024, Board met 7x; Audit 4x; Compensation 3x; Nominating 2x; Science & Tech 6x. Each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Audit Committee report: Brown signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 10‑K .
• Board class reclassification: On March 4, 2025, Brown was reclassified from Class III to Class I (immediate reappointment). For all other purposes, including committee service and compensation, her service is deemed uninterrupted .

Committee Matrix (current as disclosed)

Fixed Compensation

Non‑Employee Director Compensation Policy specifics:

• Annual director cash fees: Chair of Board $72,500; other directors $40,000; committee chairs/members fees: Audit Chair $15,000; Audit member $7,500; Compensation Chair $12,250; Compensation member $6,000; Science & Tech Chair $12,250; Science & Tech member $6,000; Nominating Chair $8,250; Nominating member $4,500. Paid quarterly in arrears, prorated for partial service .
• Equity grants: Annual RSUs determined by board‑set aggregate value/FMV at grant; initial director grants may be options or RSUs; annual director RSUs vest in a single installment on the earlier of the day before the next annual meeting or first anniversary; initial RSUs vest in 12 substantially equal quarterly installments; options vest monthly over 36 months. All unvested options/RSUs vest in full upon a change in control .

Performance Compensation

• Director equity is time‑based (RSUs/options) with no disclosed performance metrics for non‑employee directors. No director performance scorecards or TSR/EBITDA targets are disclosed for director equity grants .

Other Directorships & Interlocks

• Public company boards: None disclosed for Brown in the DTIL proxy’s biography section .
• Notable external board: University of Connecticut Foundation (Chair Emeritus; prior Audit Chair) .
• Interlocks/relationships: Compensation consultant Aon engaged by the Compensation Committee; a subsidiary of Aon also served as broker for D&O insurance (fees: $45,442 for comp consulting; $225,000 for D&O brokerage in 2024). The Compensation Committee evaluated independence and determined no conflict; D&O brokerage engagement was recommended by management and approved by the Board .

Expertise & Qualifications

• CPA; audit and financial literacy (audit committee financial expert) .
• Enterprise risk management leadership at large public companies (PepsiCo; Tapestry) .
• M&A integration and ERP/SAP implementation experience .
• Governance: Prior audit committee chair at UConn Foundation .

Equity Ownership

Director outstanding awards at 12/31/2024:

Ownership alignment policies:

• Corporate Governance Guidelines address stock ownership for directors (no numeric multiple disclosed in proxy); guidelines posted on company website .
• Anti‑hedging: Directors are prohibited from hedging DTIL securities (e.g., prepaid variable forwards, equity swaps, collars, exchange funds) .

Insider Trades and Section 16(a) Compliance

Governance Assessment

• Strengths:

  • Independent Audit Chair with audit committee financial expert designation; robust audit committee remit including related‑party transaction oversight, ICFR, cybersecurity risk, and ESG matters tied to financials .
  • Attendance: Incumbent directors met ≥75% threshold; full attendance at the annual meeting, supporting engagement .
  • Anti‑hedging policy and clawback policy (for executives) enhance alignment and accountability frameworks .
  • Clear director compensation structure; Brown’s cash fees align with Audit Chair schedule ($40,000 director + $15,000 Audit Chair = $55,000) and annual RSU grants consistent with policy .

• Potential conflicts/monitoring points:

  • Aon dual roles (comp consultant and D&O broker). Independence evaluated and no conflict found; D&O brokerage engagement was management‑recommended and Board‑approved—appropriate disclosure but worth monitoring for ongoing independence .
  • Director ownership guidelines exist but numeric thresholds not disclosed in proxy—cannot assess compliance versus guidelines from the filing alone .

• Signals affecting investor confidence:

  • Reclassification of director classes (including Brown to Class I) was administrative to equalize classes; service deemed uninterrupted—no governance dispute implied .
  • Audit Committee’s 2024 report and recommendation to include audited financials in 10‑K supports effective oversight .
  • Section 16(a) compliance note did not include Brown among delayed filers for 2024, supporting compliance .

Fixed Compensation Details (Policy Reference)

Other Governance Disclosures

• Executive sessions: Non‑management director sessions regularly held; at least twice per year independent directors meet privately; presided by the independent Chair or Lead Director as applicable .
• Say‑on‑Pay: First advisory vote held in 2025; Board recommended FOR and annual frequency .
• Related‑party transaction policy: Audit Committee approves/ratifies transactions per Item 404; directors with interests recuse; policy summarized in proxy .

RED FLAGS

• Consultant dual engagement (Aon) could pose perceived conflict risk; mitigated by independence assessment and disclosure, but monitor future engagements and fee arrangements .
• No explicit pledging prohibition disclosed in proxy; hedging prohibited—investors may prefer explicit anti‑pledging policy clarity .

Overall, Brown’s independent status, audit leadership, financial expertise, and attendance underpin board effectiveness; disclosures on consultant independence and anti‑hedging/clawback policies support governance alignment. Continued monitoring of consultant roles and disclosure of director ownership guideline thresholds would further strengthen investor confidence. **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:29]** **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:30]** **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:32]** **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:31]** **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:37]** **[1357874_0001140361-25-013867_ny20038513x772_def14a.htm:20]**