Brian McAndrews
FrontdoorAbout Brian P. McAndrews
Brian P. McAndrews (age 66) is an independent director of Frontdoor, Inc., serving since 2018; he has been the independent Lead Director since June 1, 2022 and chairs the Nominating and Corporate Governance Committee. He is a former President, CEO and Chairman of Pandora Media, with prior executive roles at Microsoft and aQuantive; he holds a BA in Economics from Harvard College and an MBA from Stanford Graduate School of Business . He brings deep experience in traditional and digital media, digital advertising, and public company governance, with multiple leadership roles on public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pandora Media, Inc. | President, CEO & Chairman | 2013–2016 | Led public company; digital media expertise |
| Madrona Venture Group, LLC | Managing Director; Venture Partner | MD: 2009–2011; VP: 2012–Sep 2013 | Early-stage tech investing experience |
| Microsoft Corporation | Executive positions | Not disclosed | Digital advertising/technology integration experience |
| aQuantive | Executive positions | Acquired by Microsoft in 2007 | Digital marketing services and technology |
External Roles
| Organization | Role | Status | Committees/Details |
|---|---|---|---|
| Frontdoor, Inc. | Director; Lead Director; Chair, Nominating & Corporate Governance | Current | Lead Director since June 1, 2022; Committee Chair |
| The New York Times Company | Director; Chair, Compensation Committee | Current | Compensation Committee chair |
| Xero Limited (ASX) | Director; Member, Compensation Committee | Current | Compensation Committee member |
| Spectrum Equity Management, L.P. | Senior Advisor | Current | Growth equity advisory (software/data/consumer internet) |
| Prior public boards (last 5 years) | Chewy, Inc.; Grubhub Inc.; Teladoc Health, Inc. | Former | Departed by 2021/2020 as disclosed |
Board Governance
- Committee assignments: Chair of Nominating and Corporate Governance Committee; Lead Director; independent director .
- Independence: Board determined McAndrews and all non-management directors to be independent under Nasdaq and company guidelines .
- Attendance and engagement: Board held 10 meetings in fiscal 2024; all directors attended 100% of Board and committee meetings (except Ms. Catalano at 94%) and attended the 2024 Annual Meeting—indicates full participation by McAndrews .
- Nominating & Corporate Governance Committee activities: Responsible for Board composition, director nominations, Board/committee self-evaluations, corporate governance guidelines, and ESG oversight; committee members all independent; held 4 meetings in fiscal 2024 .
- Lead Director responsibilities: Presides over executive sessions; collaborates on agendas; calls meetings of independent directors; liaises with major stockholders; ensures flow of information to the Board .
- Executive sessions: Regular executive sessions of independent directors; presided over by Lead Director .
- Governance program highlights: No non-independent directors on committees; annual self-assessments; ERM/ESG/cyber oversight; stock ownership guidelines; prohibitions on hedging/pledging; refreshed Code of Conduct in 2024; reduced number of other public boards permitted in guidelines .
Fixed Compensation
| Component | Amount | Form | Timing |
|---|---|---|---|
| Base Director Retainer | $250,000 | $90,000 cash; $160,000 fully vested common stock | Cash quarterly; stock at annual meeting |
| Lead Director Retainer | $25,000 | Cash | Quarterly |
| Chair – Nominating & Corporate Governance | $10,000 | Cash | Quarterly |
| 2024 Stock Grant (Directors) | $160,015 | Fully vested common stock (grant date May 14, 2024; based on prior-day close) | Annually; rounded to whole shares |
| Year | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Fiscal 2024 (McAndrews) | $125,000 | $160,015 | $285,015 |
| Fiscal 2023 (McAndrews) | $120,000 | $159,998 | $279,998 |
Notes: 2024 stock awards consist solely of fully vested common stock; several directors elected to defer as DSEs (Boland, Cella, Clipper, Ganesh), but McAndrews is not listed among deferrers . The Board made no changes to non-employee director compensation in 2024; the base retainer had been increased in April 2023 after consulting Meridian Compensation Partners .
Performance Compensation
| Item | Structure | Metric/Condition |
|---|---|---|
| Director equity awards | Fully vested common stock; annual grant | No performance metrics; grant value based on prior-day closing price |
| Meeting/committee fees | Retainers only | No per-meeting fees disclosed; cash retainers cover service |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations | Committee Role |
|---|---|---|
| The New York Times Company | External; no FTDR-related transactions disclosed | Compensation Committee Chair |
| Xero Limited (ASX) | External; no FTDR-related transactions disclosed | Compensation Committee Member |
| Governance controls | Related-person transaction policy with Audit Committee approval; no related-person transactions reported for Compensation Committee members in 2024 |
Expertise & Qualifications
- Public company CEO and chairman experience (Pandora) and senior executive roles in technology/digital advertising (Microsoft, aQuantive), supporting strategy, marketing, and technology oversight .
- Extensive board leadership experience (chairman, lead director, committee chair) and current compensation committee roles at NYT and Xero .
- Education: BA Economics (Harvard); MBA (Stanford GSB) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Brian P. McAndrews | 26,031 | <1%* | As of March 1, 2025; no DSEs listed for McAndrews in footnotes covering DSEs for other directors; none of directors’/officers’ shares pledged |
Stock ownership guidelines for non-employee directors: 5× annual cash retainer; must retain 100% of acquired shares until in compliance; no fixed time horizon to achieve; prohibitions on short sales, hedging, trading on margin, and pledging by directors/officers/employees .
Governance Assessment
- Independence and leadership: McAndrews is independent, serves as Lead Director and Nominating & Corporate Governance Chair, and presides over executive sessions—strong indicators of board oversight quality .
- Engagement: 100% meeting attendance in 2024, plus committee leadership with 4 Nominating Committee meetings—supports active governance .
- Compensation and alignment: Mix of cash and fully vested stock with modest year-over-year increase; equity retainer structured to ensure ongoing ownership; director stock ownership guidelines require substantial holdings and retention until met; no hedging/pledging allowed .
- Conflicts and related parties: Written related-person transaction policy with Audit Committee oversight; no related-person transactions disclosed for Compensation Committee members in 2024; no Section 16(a) filing delinquencies in 2024; none of directors’ shares pledged—no evident conflicts or red flags in filings .
- Potential risk indicators: The Board revised governance guidelines to reduce the number of other public company boards permitted—an explicit check against overboarding; McAndrews currently sits on three public boards (FTDR, NYT, Xero), consistent with disclosure; no disclosure of non-compliance with guidelines or attendance shortfalls .
RED FLAGS: None identified in the proxy regarding McAndrews—no related-party transactions, no pledging/hedging, full attendance, and confirmed independence .