Barbara Brasier
About Barbara L. Brasier
Independent director since 2019 (Class III), age 66. Former Senior Vice President and Chief Financial Officer of Herc Holdings (2015–2018) and Senior Vice President, Tax and Treasury at Mondelez International (2012–2015). She brings 35+ years of finance leadership with broad global operating, finance and M&A experience; currently serves as Audit Committee Chair and Governance & Sustainability Committee member. The Board has determined she is independent under NYSE, SEC and Nasdaq Iceland standards, and Audit Committee members (including Brasier) are “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herc Holdings, Inc. | Senior Vice President & CFO | 2015–2018 | Led finance; relevant to audit oversight and capital markets expertise |
| Mondelez International, Inc. | Senior Vice President, Tax & Treasury | 2012–2015 | Deep treasury/tax; supports risk oversight and capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molina Healthcare, Inc. | Director | Since 2019 | Committee roles not disclosed in JBTM proxy |
| Lancaster Colony Corporation | Director | Since 2019 | Committee roles not disclosed in JBTM proxy |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Governance & Sustainability Committee .
- Independence: Board determined Brasier and all non‑employee directors are independent; audit/comp committee members meet enhanced independence requirements .
- Attendance: Board held 12 meetings in 2024; all directors attended at least 75% of Board and their committee meetings .
- Committee activity and expertise:
- Audit Committee: 8 meetings in 2024; all members (including Brasier) are SEC “financial experts,” meet NYSE/Nasdaq Iceland independence and expertise standards .
- Compensation & Human Resources Committee: 4 meetings (Brasier not a member) .
- Governance & Sustainability Committee: 4 meetings; Brasier is a member .
- Executive sessions: Regular executive sessions of independent directors; led by the non‑executive Chairman; no Lead Independent Director while the Chair is independent .
Fixed Compensation
Director compensation structure (non‑employee):
- Annual cash retainer: $95,000, with option to take 0%, 50% or 100% in RSUs (retainer RSUs vest May 2025) .
- Annual non‑retainer RSU grant: $145,000 (granted May 1, 2024) .
- Chair fees: Audit Chair $20,000; Comp & HR Chair $15,000; Governance & Sustainability Chair $15,000; Chairman of the Board $120,000 .
- No meeting fees; reasonable expenses reimbursed .
Barbara L. Brasier — 2024 Director Compensation
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $112,083 |
| Stock Awards (RSUs) | $144,987 |
| All Other Compensation | $9,975 |
| Total | $267,045 |
Notes:
- RSUs granted to directors on May 1, 2024 were valued at $88.84/share; Brasier held 1,632 outstanding RSUs as of December 31, 2024 .
- “All Other” reflects charitable match and expense reimbursements per program terms .
Performance Compensation
Directors do not receive performance‑based incentives (no options, no bonus metrics). RSU vesting for director grants is time‑based (retainer RSUs vest one year post‑grant; distribution may be deferred until cessation of Board service). No meeting fees; equity is the primary alignment mechanism with shareholders .
| Performance Metric | Applicable to Directors? | Details |
|---|---|---|
| Financial KPIs (EBITDA, margin, FCF, EPS, ROIC, rTSR) | No for directors | These apply to executive incentive plans; not used in director pay |
Other Directorships & Interlocks
- Current public company boards: Molina Healthcare, Inc.; Lancaster Colony Corporation .
- Related‑party and interlocks: Governance & Sustainability Committee annually reviews director independence and outside board service; no related‑party transactions >$120,000 in 2024; independence review found no impairing relationships .
Expertise & Qualifications
- Financial leadership: CFO and senior finance roles across industries (paper/packaging, industrial equipment, food), with global operating, finance and M&A experience .
- Audit oversight: Designated “audit committee financial expert” alongside all Audit Committee members; meets NYSE/Nasdaq Iceland standards for audit service .
- Governance: Member, Governance & Sustainability Committee overseeing director nominations, governance guidelines, ESG oversight, stockholder engagement .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 7,609; less than 1% of shares outstanding |
| Shares Outstanding (as of Mar 18, 2025) | 51,965,360 |
| Unvested RSUs (Dec 31, 2024) | 1,632 |
| Pledged/Hedged Shares | Prohibited by insider trading policy (no margin, hedging, or pledging) |
| Director Ownership Guideline | 5x annual retainer, to be met within 5 years; all directors subject to this are in compliance |
Governance Assessment
- Strengths:
- Audit Chair with CFO background; Audit Committee comprised entirely of independent “financial experts” enhancing financial reporting oversight .
- Clear independence determinations; annual reviews of relationships; no related‑party transactions over $120k in 2024 .
- Robust governance practices: executive sessions, majority voting, clawback policies (companywide), prohibition on hedging/pledging, director ownership guidelines .
- Attendance: Board/committee engagement met at least 75% thresholds; Board held 12 meetings during a transformative year (Marel combination) .
- Shareholder signals: Prior say‑on‑pay support at 96.08% in 2024 indicates broad investor alignment with compensation governance .
- Considerations:
- Beneficial ownership is modest as a percent of outstanding shares (typical for large‑cap boards), but guideline compliance mitigates alignment concerns .
- 2024 director compensation increased to align with peer median—appropriate to maintain competitiveness; continue monitoring pay vs workload and outcomes .
- RED FLAGS: None identified in proxy for Brasier—no related‑party exposure, no Section 16(a) delinquencies, no hedging/pledging, and audit independence affirmed .
Implication: Brasier’s profile—independent Audit Chair with CFO experience, formal independence validations, and adherence to ownership/insider policies—supports board effectiveness and investor confidence in financial oversight. Continued monitoring of director equity holdings (within guideline compliance) and multi‑board service for potential time constraints is prudent, though no conflicts are indicated by the company’s reviews in 2024–2025 .