Leslie Brown
GENTEXAbout Leslie Brown
Leslie Brown (age 71) is an independent director of Gentex Corporation, serving on the Board since 2016. She is the owner and chairperson of Metal Flow Corporation (since 2003), a Holland, Michigan-based high-volume producer of deep-drawn metal components with global operations, including China, supplying automotive applications such as airbags, trim, emissions, fuel handling, sensors, and solenoids. Brown is Chair of the Nominating and Corporate Governance Committee; the Board has affirmatively identified her as independent, highlighting her entrepreneurial manufacturing expertise, professionalism, and integrity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metal Flow Corporation | Owner & Chairperson | 2003–present | Leads an entrepreneurial automotive supplier with global operations; brings supplier/manufacturing insight to GNTX |
| Community Boards (incl. Holland Hospital) | Chairperson, board member | Not disclosed | Local governance leadership; community engagement and oversight experience |
External Roles
| Organization | Sector | Role | Public/Private | Notes |
|---|---|---|---|---|
| Holland Hospital Board | Healthcare | Chairperson | Private/non-profit | Demonstrates local governance leadership and integrity |
| Metal Flow Corporation | Automotive Supplier | Owner & Chairperson | Private | Global manufacturing operations; daily shipment volumes; supplier to auto OEM supply chains |
Board Governance
- Independence: Affirmatively identified as independent (NASDAQ standards) .
- Committee leadership: Chair, Nominating & Corporate Governance Committee ; Committee currently includes Brown (Chair), Joseph Anderson, and Ling Zang .
- Attendance: Board held five meetings in 2024; all directors then serving attended at least 75% of Board and committee meetings and all attended the 2024 Annual Meeting; directors are expected to attend the 2025 Annual Meeting .
- Board leadership structure: Independent Chair (Richard Schaum); Lead Independent Director Policy remains in place; independent directors meet outside management .
- ESG oversight: Nominating & Corporate Governance Committee charter includes oversight of ESG and sustainability; the board receives additional support via this committee .
| Body | Meetings in 2024 | Brown Membership | Role |
|---|---|---|---|
| Board of Directors | 5 | Yes | Independent Director (≥75% attendance for all directors) |
| Nominating & Corporate Governance Committee | 1 | Yes | Chair |
| Compensation Committee | 3 | No | — |
| Audit Committee | 5 | No | — |
| Executive Committee | 1 | No | — |
Fixed Compensation
- Director program (2024): Annual cash retainer $90,000; Chair of Nominating & Corporate Governance Committee additional $10,000; committee member retainers: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Executive Committee $5,000 (prorated), paid quarterly .
- Brown’s 2024 director pay: Cash fees $103,764; “All Other Compensation” $2,035 (RS dividends), total $236,109; RS grant fair value $130,310 .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Nominating & Corporate Governance Committee Chair Retainer | $10,000 | Additional to cash retainer |
| Committee Member Retainers (if applicable) | $5,000–$7,500 | Varies by committee |
| Leslie Brown – Fees Earned (2024) | $103,764 | Includes committee chair/member retainers |
| Leslie Brown – All Other Compensation (2024) | $2,035 | RS dividends; aircraft use available to directors per policy, if used |
Performance Compensation
Directors receive time-based restricted stock (RS), not performance shares; RS vest one year from grant (first anniversary) and are equal to ~$130,000 divided by the 20-day average closing price preceding grant . Brown’s 2024 RS grant fair value was $130,310 .
| Equity Grant Type | 2024 Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (RS) | $130,310 (Leslie Brown) | One-year cliff vest (first anniversary of grant) | None (time-based RS for directors) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Brown |
| Private/non-profit boards | Holland Hospital Board (Chairperson) |
| Interlocks (Comp Committee) | Compensation Committee solely independent members; no disclosed interlocks; Brown is not on Comp Committee |
| Related-party transactions | Audit Committee reviews/approves all related-party transactions; no specific RPTs disclosed for Brown |
Expertise & Qualifications
- Automotive supplier/manufacturing leader: Deep draw metal components; global operations; daily million+ parts shipments; direct supplier experience to auto OEM supply chains .
- Governance: Chair of Nominating & Corporate Governance; experience chairing healthcare board; high integrity and professionalism .
- ESG oversight: Committee charter includes sustainability/ESG oversight supporting board engagement on ESG .
- Independence: Affirmed independent (NASDAQ standards) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 48,205 |
| Exercisable Options (within 60 days) | 21,000 |
| Ownership as % of Shares Outstanding | ~0.021% (48,205 / 226,262,115) |
| Hedging/Pledging | Prohibited by policy for directors |
| Director Stock Ownership Guidelines | 5x annual retainer (directors) |
| Compliance Status | Not explicitly disclosed for individual directors |
Governance Assessment
- Positives:
- Independent director with sector-relevant manufacturing expertise; chair of Nominating & Corporate Governance, which oversees ESG—signals strong governance and board composition stewardship .
- Board leadership is independent; robust policies on majority voting resignation bylaw, anti-hedging/anti-pledging, stock ownership guidelines, and clawback—alignment with investor expectations .
- Attendance: All directors met ≥75% attendance and attended the annual meeting, indicating engagement .
- Section 16 compliance: Company reports no delinquent insider filings, supporting governance hygiene .
- Watch items / potential red flags:
- Personal use of company aircraft is allowed for directors (cost method disclosed), though Brown’s “All Other Compensation” suggests primarily RS dividends; continued monitoring is prudent for optics .
- No public company interlocks disclosed; related-party transactions are reviewed by Audit Committee—no specific Brown-related exposures disclosed .
- Individual ownership guideline compliance status is not disclosed; transparency on guideline attainment would further bolster confidence .
Additional context: Say-on-pay support was 96% in 2024, reflecting shareholder alignment with compensation governance (executive context) .
Insider Trades
| Compliance Indicator | Status |
|---|---|
| Delinquent Section 16 Reports | None reported; Company not aware of any failures to make timely filings in the preceding fiscal year |
Notes on Compensation Structure (Directors)
| Item | Policy/Amount |
|---|---|
| Cash Retainer | $90,000 per year (paid quarterly) |
| Chair Retainers | Board Chair $100,000; Audit Chair $12,500; Compensation Chair $10,000; Nominating & Corporate Governance Chair $10,000 |
| Member Retainers | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Executive Committee $5,000 (prorated) |
| Equity | RS equal to $130,000 (20-day average price), vests one year from grant |
Related Party & Conflict Controls
- Related-party transactions: Audit Committee pre-approves and reviews; Codes of Business Conduct require reporting; annual questionnaires to detect RPTs .
- Anti-hedging/anti-pledging: Prohibits hedging, pledging, derivative or speculative transactions in company stock by directors and officers .
- Clawback: Incentive-based compensation recoupment policy aligned with NASDAQ clawback standards .
Summary Signal for Investors
Leslie Brown brings long-tenured, independent oversight with deep automotive supplier expertise and chairs the Nominating & Corporate Governance Committee that oversees ESG—supporting board effectiveness and long-term strategic alignment. Her compensation is standard for GNTX’s director program (cash retainer + time-based RS), and ownership plus anti-hedging/pledging policies align incentives; no Brown-specific conflicts or RPTs are disclosed. Maintain monitoring of aircraft/perquisite practices and public disclosure on ownership guideline compliance to strengthen investor confidence .