George Brown
EXPONENTAbout George H. Brown
George H. Brown (age 67) is an independent director of Exponent, Inc., serving since 2020 . He is an attorney with 30+ years’ experience in complex business litigation, a retired partner of Gibson Dunn & Crutcher, and the inaugural Executive Director of the Stanford Center for Racial Justice at Stanford Law School; he previously taught at UCLA School of Law and UC Berkeley School of Law . Brown holds a B.S. in Accounting (University of Minnesota) and dual MBA/J.D. degrees (UCLA Anderson/UCLA Law), is a member of the California State Bar, and a California Certified Public Accountant (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Retired Partner (Palo Alto & Los Angeles) | Over three decades as attorney | Advised global companies, boards, CEOs/CFOs on securities class actions, governance disputes, investigations; expertise in accounting/valuation disputes |
| Stanford Law School | Inaugural Executive Director, Center for Racial Justice | Recent role prior to proxy date | Executive leadership of academic center |
| UCLA School of Law | Law Professor (prior) | Prior academic role | Legal education and scholarship |
| UC Berkeley School of Law | Course Instructor (Accounting & Finance for Business Litigation) | Several years (prior) | Technical instruction bridging law and finance/accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Children’s Hospital Los Angeles | Board Director | Current | Audit Committee member |
| Silicon Valley Community Foundation | Board Director (prior) | Prior | Audit Committee Chair |
| Housing Trust Silicon Valley | Board Chair | Prior | Board leadership |
| Fresh Lifelines for Youth | Vice Chair | Prior | Board leadership |
| Boys & Girls Clubs of America | National Trustee | Prior | National governance |
| Boys & Girls Clubs of Metro Los Angeles | Board Chair | Prior | Board leadership |
| American Leadership Forum Silicon Valley | Senior Fellow; prior Board | Ongoing/prior | Leadership network participation |
| Lawyers’ Committee for Civil Rights SF Bay Area | Board Co-Chair | Prior | Board leadership |
Board Governance
- Independence: The Board determined George H. Brown is independent under Nasdaq listing standards .
- Committee memberships and chair roles:
- Audit Committee Chair; designated Audit Committee financial expert (with Karen A. Richardson) .
- Human Resources Committee member .
- Nominating & Governance Committee member .
- Meeting cadence and attendance:
- Board: 8 meetings in fiscal 2024; each director attended at least 75% of applicable Board/committee meetings .
- Committee meeting counts (FY2024): Audit (8), Human Resources (5), Nominating & Governance (4) .
- Lead Independent Director: Karen A. Richardson; responsibilities include chairing executive sessions and governance liaison duties .
- Audit Committee oversight: Recommended inclusion of audited financial statements in FY2024 10-K; reviewed KPMG independence, pre-approved 100% of audit and permissible non-audit services; KPMG fees FY2024 total $1,296,700 (Audit $1,115,200; Tax $181,500) .
Fixed Compensation (Director)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee directors |
| Audit Committee membership fee | $12,000 | Per member |
| Audit Committee Chair fee | $25,000 | Chair differential |
| Nominating & Governance Chair fee | $15,000 | Not applicable to Brown |
| Human Resources Chair fee | $25,000 | Not applicable to Brown |
| Lead Independent Director fee | $30,000 | Not applicable to Brown |
| Per-meeting fees | None disclosed | Policy list omits meeting fees |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| George H. Brown | $117,000 | $145,089 | $262,089 |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU | June 6, 2024 | 1,525 | $145,000 | Cliff vests the day prior to the next annual stockholder meeting following grant date |
- Director equity compensation is time-based RSUs; no performance metric linkage is disclosed for non-employee directors (no TSR/EBITDA targets for director awards) .
Other Directorships & Interlocks
- Public company boards: No current public company directorships disclosed for George H. Brown in the proxy biography .
- Compensation Committee interlocks: During fiscal 2024, Brown served on HR Committee; no interlocks or insider participation with other entities reported; no executive officers of Exponent served as a director or compensation committee member at entities where EXPO’s HR Committee members were executive officers .
Expertise & Qualifications
- Audit Committee financial expert designation; deep accounting/valuation dispute expertise and corporate governance investigations experience .
- CPA (inactive), J.D./MBA; blends legal, financial, and governance skill sets valuable for Audit oversight .
- Prior academic roles indicate sustained engagement with technical/accounting/litigation interfaces .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Total | Unvested RSUs Outstanding | Pledging/Hedging Status | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|---|
| George H. Brown | 8,721 | <1% | 1,525 | Company policy prohibits hedging and pledging by directors/officers | 3× annual cash retainer (counts outright shares + RSUs; value per defined methodology) | As of April 9, 2025, all non-employee directors met or are expected to meet within the timeframe |
Governance Assessment
- Board effectiveness: Brown’s Audit Chair role, financial expert status, and litigation/accounting background strengthen financial reporting oversight and auditor independence monitoring, evidenced by the committee’s formal review, independence discussions with KPMG, and recommendation on audited financials inclusion .
- Independence and conflicts: The Board explicitly identifies Brown as independent; no related-party transactions were considered for Brown in the independence assessment (Stanford relationship pertains to another director) .
- Attendance and engagement: Board held 8 meetings in FY2024; directors met or exceeded the 75% attendance threshold; Brown serves on three committees, indicating high committee engagement .
- Compensation and alignment: Director pay mix balances cash ($117k FY2024) and time-based RSUs ($145,089 FY2024); director stock ownership guideline set at 3× cash retainer with retention requirements until met; the company prohibits hedging/pledging, bolstering alignment .
- Interlocks/Section 16: No compensation committee interlocks were identified for Brown; Section 16(a) compliance issues in FY2024 were limited to another director, implying Brown’s filings were timely .
- RED FLAGS: None disclosed specific to Brown (no pledging, no related-party dealings, no delinquent filings, no discretionary director bonuses or option repricing for directors) .
- Minor disclosure gap: Proxy provides attendance threshold rather than exact percentage by director; precise attendance for Brown is not disclosed .