Jeffrey J. Brown
FIRST HORIZONAbout Jeffrey J. Brown
Jeffrey J. “JB” Brown is an independent director of First Horizon (FHN), elected January 27, 2025; he serves on the Compensation, Executive, and Risk Committees (non-chair). He is 52 and currently President of Hendrick Automotive Group, LLC; previously he was CEO of Ally Financial for nine years (2015–2024), following senior finance roles including EVP Finance/Corporate Planning and Corporate Treasurer at Ally, and Corporate Treasurer at Bank of America. His disclosed expertise spans public company leadership in banking/financial services, finance and accounting, human capital management, M&A, risk and compliance, IT/cybersecurity, corporate governance, and marketing, with North Carolina market knowledge.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial, Inc. | Chief Executive Officer and director | Nine years (2015–2024) | Led a major U.S. auto/consumer finance public company; prior roles at Ally included President & CEO of Dealer Financial Services, EVP Finance & Corporate Planning, and Corporate Treasurer |
| Bank of America | Corporate Treasurer | Prior to joining Ally (dates not specified) | Oversight of corporate treasury at a systemically important bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hendrick Automotive Group, LLC (private) | President | Current | Charlotte-based automotive group leadership; indicates deep auto ecosystem experience |
| Ally Financial, Inc. | Public company director | 2015–2024 (prior) | Prior public company board service; none current disclosed |
| Unnamed non-profit | Board member | Current | Serves on the board of a non-profit organization |
Board Governance
- Independence: The Board determined all 13 current non-employee directors, including Brown, are independent under NYSE standards. Key committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent.
- Committee assignments (2025): Brown is a member of Compensation, Executive, and Risk. He joined the Board January 27, 2025.
- Committee chairs/leadership: Lead Independent Director is Colin V. Reed; committee chairs include Palmer (Audit), Maples (Compensation), Compton (Nominating & Corporate Governance), Stewart (Information Technology), Reed (Executive), Reed (Risk). Brown holds no chair roles.
- Attendance/engagement baseline: In 2024, the Board held 4 meetings and committees held 45; average incumbent attendance exceeded 96%, and no incumbent was below 75%. Executive sessions of independent directors generally occurred at each regular Board meeting. (Brown joined in 2025.)
- Time-commitment policy: Directors limited to four or fewer public company boards (including FHN).
- Risk oversight: Risk Committee has sole oversight of enterprise risk management and must be chaired by an independent director with risk expertise; Board also receives regular CRO and CCO reporting. Brown serves on Risk.
Fixed Compensation
- Program structure (2024–2025 pay cycle; paid Apr 1–Mar 31): Base cash retainer $90,000; base RSU retainer $140,000; additional cash retainers by assignment: Lead Director $50,000; Outside Chair $125,000; Audit Chair $40,000; Other committee chair $35,000; Non-chair service: Audit/Executive/Risk $15,000; Compensation/NCG/IT $10,000. Directors receive only one additional retainer if serving on both Executive and Risk.
| Element | Amount (USD) | Notes |
|---|---|---|
| Base cash retainer | $90,000 | Paid quarterly |
| Base RSU retainer | $140,000 | Granted post-AGM; time-vested |
| Non-chair service (Executive or Risk) | $15,000 | One retainer if on both Exec and Risk |
| Non-chair service (Compensation) | $10,000 | Additional for Compensation membership |
- 2024 reported compensation: Brown “received no compensation during or related to 2024” (joined Jan 2025).
Performance Compensation
- Directors do not receive cash incentives; equity for directors is time-vested RSUs (no performance metrics). RSUs granted to non-employee directors vest on a schedule (2024 awards vesting April 22, 2025).
| Item | Structure | Metrics/Clawback |
|---|---|---|
| Annual equity for directors | RSU retainer; time-vested | No director performance metrics; vesting-based; corporate clawback policies apply generally to awards/recoupment (company-wide policies) |
Other Directorships & Interlocks
- Current public boards: None disclosed (prior: Ally Financial, 2015–2024).
- Potential interlocks/conflicts: Related-party transactions are governed by Audit Committee procedures; the Board considered categories of ordinary-course relationships in independence determinations. No specific related-party transaction for Brown is disclosed.
- Director banking relationships screen: Company listed categories of ordinary-course director relationships; notably, deposit accounts were provided to all independent directors “except Mr. Brown” (and Mses. Carboni, Davidson, Stewart), suggesting minimal direct-bank-service ties for Brown.
Expertise & Qualifications
- Public company leadership in banking/financial services; finance/accounting; human capital; M&A; risk/compliance; IT/cybersecurity; corporate governance; securities markets; marketing; North Carolina market knowledge.
- Service on FHN Compensation, Executive, Risk Committees aligns with his CEO/treasury background and risk/comp governance experience; Brown is listed on the Compensation Committee Report (signatory).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Jeffrey J. Brown | 7,481 | <1% | As of Jan 31, 2025 |
| Outstanding director RSUs at 12/31/2024 | N/A for Brown | — | Brown joined in 2025; not included in 2024 year-end awards table |
| Hedging/Pledging | Hedging prohibited for directors unless specially approved; no approvals granted to date | — | Pre-clearance persons (includes directors) are subject to anti-hedging; pledging policy not separately disclosed here |
| Ownership guidelines | Company discloses director stock ownership guidelines | — | Guidelines disclosed; specifics for directors not detailed in this section |
Governance Assessment
- Strengths: Independent status; immediate placement on key Risk and Compensation Committees; robust Board governance (100% independence on key committees, majority independent board, executive sessions, strong attendance). Company maintains anti-hedging policy for directors and formal related-party review procedures; Say-on-Pay support was 97% in 2024, indicating broad shareholder confidence in compensation governance.
- Compensation alignment: Director pay mix favors equity via annual RSUs and clear role-based cash retainers; no director performance bonuses, limiting misaligned risk-taking.
- Potential conflicts/red flags: None disclosed specific to Brown; independence review found him independent; categories of ordinary-course relationships reviewed; Brown did not have disclosed deposit account relationships with the bank. Continue to monitor any dealings with Hendrick Automotive Group or other affiliates under related-party policy.
- Engagement signals: Brown appears active in governance—added to Risk and Compensation upon joining and listed in the Compensation Committee Report—supportive of board refreshment and expertise infusion.
Appendix: Key Reference Tables
Committee Assignments (current slate)
| Committee | Members (C=Chair) |
|---|---|
| Audit | Barton, Carboni, Davidson, Kemp, Palmer (C), Sugrañes |
| Compensation | Brown, Davidson, Dietrich, Maples (C), Palmer, Reed |
| Executive | Barton, Brown, Compton, Jordan, Maples, Palmer, Reed (C), Stewart, Taylor |
| Information Technology | Carboni, Kemp, Stewart (C), Sugrañes |
| Nominating & Corporate Governance | Compton (C), Dietrich, Kemp, Taylor |
| Risk | Barton, Brown, Compton, Jordan, Maples, Palmer, Reed (C), Stewart, Taylor |
Director Retainer Program (2024–2025)
| Item | Annual Amount |
|---|---|
| Base cash retainer | $90,000 |
| Base RSU retainer | $140,000 |
| Lead Director | $50,000 |
| Outside Chair | $125,000 |
| Audit Chair | $40,000 |
| Other committee chair | $35,000 |
| Non-chair: Audit/Executive/Risk | $15,000 |
| Non-chair: Compensation/NCG/IT | $10,000 |
Shareholder Sentiment
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 97% FOR |
Board Activity and Attendance (2024 baseline)
| Metric | Count/Rate |
|---|---|
| Board meetings in 2024 | 4 |
| Committee meetings in 2024 | 45 |
| Average incumbent attendance | >96% |
| Executive sessions | Generally each regular Board meeting |
Notes:
- Brown joined the Board on Jan 27, 2025; his 2024 director compensation was $0 as disclosed.
- Director equity awards for 2024 were time-vested RSUs with vesting April 22, 2025; Brown did not hold 2024 year-end director RSUs as he joined in 2025.