Michael Brown

About Michael H. Brown

Michael H. Brown (age 68) is an Independent Trustee of Barings Corporate Investors (MCI), serving since 2005 with a current term expiring in 2026. He is a private investor and previously was a Managing Director at Morgan Stanley (1994–2005). He brings 25+ years of investment banking and financial advisory experience to the Board .

Past Roles

External Roles

Board Governance

• Independence and role: Brown is an Independent Trustee on a seven‑member Board with five Independent Trustees. The Lead Independent Trustee is Maleyne M. Syracuse; the Board Chair is Interested Trustee Clifford M. Noreen .
• Committee assignments:
  • Audit Committee member (Chair: Barbara M. Ginader; Ginader designated Audit Committee Financial Expert) .
  • Governance Committee member (all Independent Trustees are members; Chair: Maleyne M. Syracuse) .
  • Nominating Committee member (all Independent Trustees are members; Chair: Edward P. Grace III) .
• Meetings and attendance:
  • Board held six regular meetings in the fiscal year; each Trustee attended at least 75% of Board and applicable Committee meetings .
  • Committee meetings in FY2024: Audit (4); Governance (1); Nominating (1) .

Fixed Compensation

• Independent Trustee cash retainers (FY2024): Quarterly fee of $18,794 from MCI and $12,431 from MPV; additional quarterly $1,250 stipends apply only to the Audit Committee Chair and the Lead Independent Trustee for each trust (Brown holds neither chair role) .
• Compensation paid (FY2024):

Performance Compensation

• No performance-based compensation or equity awards for Trustees are disclosed; Independent Trustees are compensated via flat cash retainers and applicable chair stipends only, and Trustees do not receive pension or retirement benefits from the Trusts .

Other Directorships & Interlocks

• Context: MassMutual is the ultimate parent of Barings (MCI’s adviser) and holds a $30,000,000 senior fixed rate convertible note due 2027 that may deem it a >5% beneficial owner of MCI upon conversion, a structural affiliation noted for governance context (not director-specific) .

Expertise & Qualifications

• 25+ years investment banking/financial advisory; prior Morgan Stanley MD; experience includes oversight of entities involved in complex credit derivatives (Invicta group). Skills align with Audit Committee service, portfolio oversight, and risk discussions typical for closed-end funds .

Equity Ownership

• Stock ownership policy: Independent Trustees are required to invest one year’s worth of Trustee fees (excluding committee fees) in shares of one or both Trusts, with a three-year phase‑in period .
• Disclosed beneficial ownership ranges (as of March 17, 2025):

• Alignment context: Brown’s disclosed MCI holdings are “Over $100,000,” while the FY2024 annual MCI cash fee was $75,176; the proxy does not explicitly state individual compliance status with the ownership guideline .

Governance Assessment

• Strengths:

  • Independence and tenure: Independent Trustee since 2005; Board majority independent .
  • Active committee engagement: Member of Audit, Governance, and Nominating; Board attendance threshold met; Audit Committee met four times in FY2024 .
  • Ownership alignment: Policy requires meaningful personal investment; Brown’s MCI holdings disclosed at “Over $100,000” .
  • No late Section 16 filings noted for Brown; all Trustees/officers generally in compliance except for specific late filings unrelated to Brown .

• Watch items / potential conflicts:

  • Historical interlock: Prior directorship (2006–2014) at Invicta entities owned indirectly by MassMutual, the parent of MCI’s adviser; while not current, it reflects historical ties within the MassMutual ecosystem .
  • Structural affiliation: MassMutual holds a convertible note that could imply >5% beneficial ownership of MCI upon conversion; board independence and committee oversight partially mitigate potential influence concerns .

• RED FLAGS:

  • None disclosed specific to Brown regarding attendance shortfalls, related‑party transactions, hedging/pledging, or pay anomalies in the 2025 proxy sections reviewed. The proxy’s “Transactions with and Remuneration of Officers and Trustees” section contains no Item 404 related‑party disclosure implicating Brown in the period reviewed .

Appendix: Reference Facts

• Board leadership: Chair (Interested Trustee) Clifford M. Noreen; Lead Independent Trustee Maleyne M. Syracuse .
• Audit Committee Financial Expert: Barbara M. Ginader .
• Annual shareholder meeting attendance: All Trustees attended the May 16, 2024 Annual Meeting .
• No recent director election/attendance 8‑Ks: No 8‑K Items 5.02/5.07 located in 2024–2025 search window for MCI [List: 0 results].