Bruce Brown

About Bruce Brown

Bruce Brown, 66, is a Class II independent director at Innventure (INV) with a term expiring at the 2026 annual meeting. He retired from Procter & Gamble after 34 years, serving six years as Chief Technology Officer overseeing R&D and innovation programs; he holds a B.S. in Chemical Engineering (Polytechnic Institute of NYU) and an MBA in Marketing and Finance (Xavier University) . The Board has affirmatively determined Mr. Brown’s independence under SEC and Nasdaq standards . He serves as Chair of the Compensation Committee and as a member of the Nominating & Corporate Governance (N&CG) Committee .

Past Roles

External Roles

Board Governance

• Committee assignments and leadership: Mr. Brown chairs Compensation; member of N&CG. Audit Committee is chaired by James O. Donnally; Elizabeth Williams and Dan Hennessy are members .
• Independence: Board designated Mr. Brown independent; all standing committee members are independent under SEC/Nasdaq rules .
• Attendance and engagement: In 2024, the Board met three times with 100% director attendance; Audit met twice; Compensation and N&CG each met once, with all committee members attending .
• Executive sessions: Independent directors held two executive sessions since the business combination and expect at least two to four per year .

Fixed Compensation

• Policy framework (Non-Management Director Compensation Plan):
  • Annual cash retainer $80,000 (paid quarterly, prorated)
  • Committee chair retainer $20,000; committee member retainer $10,000 per committee
  • Initial equity grant RSUs targeted at $90,000 (for directors at Oct 2, 2024 listing; vest at first annual meeting)
  • Annual equity retainer RSUs targeted at $120,000 (vest at earlier of one year or next annual meeting) .

Performance Compensation

• Structure: Director equity compensation is primarily time-based RSUs.
• Vesting:
  • Initial RSU grant (for Oct 2, 2024 listing directors) generally vests at the first annual meeting, subject to service .
  • Annual RSU retainer generally vests at earlier of the first anniversary of grant or the next annual meeting, subject to service .
• Performance metrics: No TSR, revenue, EBITDA or ESG performance conditions are disclosed for director equity grants; awards are service-based .

Other Directorships & Interlocks

• Current public boards: Magnera Corporation (NYSE: MAGN) .
• Prior public boards: Nokia (NYSE: NOK) – 11 years, term limit; Medpace (Nasdaq: MEDP) – 2016–2019 .
• Shared directorships with INV customers/suppliers: None disclosed in proxy or 10-Qs.
• Consultant usage for compensation: Compensation Committee responsibilities include oversight and administration of equity and incentive plans; no specific external consultant disclosures identified in available excerpts .

Expertise & Qualifications

• Deep technology and R&D leadership (former P&G CTO) and global expansion experience in Europe and Asia .
• Public company board governance experience (Nokia, Medpace; current Magnera) .
• Education: B.S. Chemical Engineering (Polytechnic Institute of NYU); MBA Marketing & Finance (Xavier University) .

Equity Ownership

• Beneficial ownership (as of Aug 28, 2025): Bruce Brown beneficially owned 7,377 shares of Common Stock; percentage below 1% per proxy table. Common shares outstanding were 57,920,864 as of Oct 6, 2025; Series B: 33,144; Series C: 150,000 .
• RSU holdings (as of Dec 31, 2024): 7,377 RSUs for each non-management director, including Mr. Brown .
• Insider transactions (Form 4):
  • June 25, 2025: Award of 22,305 shares (post-transaction holdings 29,682) .
  • September 30, 2025: Award of 4,750 shares at $5.79 (post-transaction holdings 34,432) .

Note: Proxy beneficial ownership may exclude unvested RSUs and only includes securities exercisable/convertible within 60 days; Form 4 reflects awarded and settled shares at transaction dates, explaining differences .

Governance Assessment

• Committee leadership and independence: As Compensation Committee Chair and N&CG member, Brown is positioned to influence pay design and governance policy; independence and full attendance support board effectiveness .
• Alignment and ownership: Director equity grants increased Brown’s holdings in 2025 via RSU awards; however, absolute ownership remains immaterial (<1%), typical for newly public boards and Form 4 URLs above.
• Compensation structure signals: Director equity is time-based with no explicit performance metrics; while standard for directors, it provides limited pay-for-performance alignment relative to executives . The Board maintains a Compensation Clawback Policy and Anti-Hedging framework per governance materials index, indicating baseline best practices .
• Related-party context: Company disclosures note various related-party financings and equity awards to directors; the June 25, 2025 RSU issuance to five directors aligns with Form 4 for Brown (22,305 shares), consistent with the Director Compensation Plan . No related-party transactions specifically naming Brown beyond standard director equity awards are disclosed in the excerpts reviewed .
• Risk indicators and red flags:
  • RED FLAG: Heavy reliance on related-party financing at Accelsius (convertible notes, high rates) raises oversight complexity; while not tied to Brown personally, it heightens risk for Compensation and N&CG governance monitoring .
  • Attendance strong (100%) and independence affirmed—positive governance signals .
  • No disclosure of pledging or hedging by Brown; company maintains anti-hedging policy (index reference) .

Appendix: Committee Assignments Snapshot