Joy T. Brown
About Joy T. Brown
Independent director of Huron Consulting Group Inc. since 2022; age 46. Senior Vice President and Chief Digital Information Officer at Boston Medical Center Health System (since 2024), with prior data/AI leadership roles at Verizon Media and Capital One. Education: B.S. in Information Systems and Data Engineering (Virginia Commonwealth University), M.B.A. (Saint Joseph’s University), and Harvard Business School Director Certificate; brings deep technology, data, cybersecurity and digital-transformation expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Medical Center Health System | SVP, Chief Digital Information Officer | 2024–Present | Technology leadership in healthcare operations and cybersecurity |
| Verizon Media | Chief Data Officer | 2020–2022 | Led enterprise data strategy/AI for B2C/B2B growth |
| Capital One | Lead, Global Data, Analytics & Machine Learning (Credit Cards) | 2019–2020 | Scaled ML analytics for credit cards |
| UnitedHealth Group; Vanguard; General Electric | Various technology and corporate roles | Prior years | Digital transformation and operations experience |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Tractor Supply Company (Public) | Director | 2021 | Audit; Nominating & Governance |
| ESO Solutions, Inc. | Director | — | Board member |
| ValidiFI, LLC | Director | — | Board member |
Board Governance
- Current status: Independent Class I director; term ends at 2026 annual meeting upon full declassification schedule completion .
- Committees: Chair, Technology & Information Security (T&IS); Member, Compensation; Member, Finance & Capital Allocation (F&CA) .
- Committee activity: T&IS met 5 times (2024); F&CA met 6 times; Compensation met 7 times .
- Independence: Board determined Brown is independent under Nasdaq rules; reviewed BMC relationship and deemed immaterial (BMC revenues <0.06% of Huron’s annual revenues over prior three years) .
- Attendance: Each board member attended at least 75% of aggregate board/committee meetings; overall board attendance 99% in 2024; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director cash retainer |
| Committee chair fee (T&IS) | $15,000 | Chair retainer for Technology & Information Security |
| Committee membership fees | $10,000 (Comp); $7,500 (F&CA) | Membership retainers for Compensation and Finance & Capital Allocation committees |
| Cash fees earned (2024) | $107,500 | Sum of retainer and committee fees received by Brown in 2024 |
Performance Compensation
| Equity Element | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $169,964 | Vests ratably over 12 calendar quarters | Standard director equity valued at grant-date closing price; aligns director/stockholder interests |
- Director equity grants occur on the date of the annual meeting; RSUs vest quarterly over three years; no options granted to directors in the program .
Other Directorships & Interlocks
- Current public-board service: Tractor Supply Company (Audit; Nominating & Governance) .
- Huron client relationships reviewed for independence: Boston Medical Center Health System (employer of Brown) generated <0.06% of Huron revenues over prior three fiscal years; board concluded no impairment to independence .
Expertise & Qualifications
- Board skills: Technology and information security oversight; senior executive leadership; risk management; healthcare industry; public company board experience .
- Role-specific contributions: Hands-on digital/AI transformation in healthcare and enterprise data strategy; enhances oversight of cybersecurity, data protection, AI, and technology investments as T&IS Chair .
Equity Ownership
| Metric | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | Record Date (Mar 10, 2025) | 6,104 | As reported in proxy ownership table |
| Ownership % of shares outstanding | Record Date (Mar 10, 2025) | ~0.034% | 6,104 ÷ 17,921,212 shares outstanding |
| Unvested RSUs (will vest within 60 days) | Record Date | 708 | Near-term vesting |
| Additional unvested RSUs | Record Date | 2,972 | Excludes near-term vesting; total unvested 3,680 |
| Unvested RSUs (year-end) | Dec 31, 2024 | 4,007 | Prior period snapshot |
| Stock ownership guideline | Ongoing | 5x annual cash retainer | Directors expected to hold 5× $75,000; all non-employee directors in compliance |
| Hedging/pledging | Policy | Prohibited | Insider trading policy bans hedging and pledging of company securities |
Governance Assessment
- Board effectiveness: As T&IS Chair with 5 meetings in 2024, Brown leads oversight of cybersecurity, data protection, AI, and technology risk, coordinating with Audit; her deep domain expertise strengthens risk oversight and strategic technology governance .
- Independence and conflicts: Independence affirmed; BMC revenue ties are immaterial (<0.06% of revenue), reducing conflict risk; board explicitly reviewed and cleared this relationship .
- Engagement: Committee workload (Chair + two memberships) and 2024 attendance levels indicate strong engagement; board-wide attendance 99% underscores active oversight culture .
- Alignment: Director pay mix emphasizes long-vesting RSUs to reinforce long-term alignment; stock ownership guidelines (5× retainer) with compliance bolster skin-in-the-game incentives .
- Investor confidence signal: Huron’s say-on-pay support (~98% approval) and robust compensation governance (independent consultant; clawback expansions; double-trigger CoC) reflect strong shareholder alignment, indirectly supporting overall governance credibility around board decisions and oversight .
- RED FLAGS: None disclosed specific to Brown. Note the potential related-party exposure via BMC was quantitatively minor and reviewed by the board; hedging/pledging prohibited; no delinquent Section 16 reports noted for Brown in 2024 .