Jeffrey Brown
MEDIFASTAbout Jeffrey J. Brown
Jeffrey J. Brown (age 64) is Medifast’s Lead Independent Director (since June 2015) and Chair of the Audit Committee; he also serves on the Executive Committee and has been a director since 2015 . He is CEO and founding member of Brown Equity Partners, LLC (since 2007) with 39 years of private equity and corporate governance experience, having chaired audit, compensation, finance, and special committees and served as Lead Director across more than 50 public and private company boards . Education: MBA, Stanford Graduate School of Business; BS in Mathematics, summa cum laude, Willamette University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medifast, Inc. | Lead Independent Director; Audit Committee Chair; Executive Committee member | Director since 2015; Lead Independent Director since 2015 | Lead independent oversight; approves Board agendas; presides over executive sessions; audit and financial reporting oversight; designated Audit Committee Financial Expert . |
| Brown Equity Partners, LLC | Chief Executive Officer & Founding Member | Since 2007 | Provides equity capital; extensive board leadership across >50 companies; chaired audit/comp/finance committees . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in the proxy | — | — | The director biography section (which lists current and past five-year public company directorships) did not disclose other public company boards for Mr. Brown . |
Board Governance
- Independence: The Board determined all directors other than the CEO (Daniel R. Chard) are independent; Brown is independent and qualified for Audit Committee independence standards .
- Leadership: Lead Independent Director with responsibilities including serving as liaison to the Chair/CEO, setting agendas for independent sessions, approving Board agendas, participating in CEO evaluation, succession planning, and engaging with major stockholders as needed .
- Committees: Audit (Chair; Audit Committee Financial Expert), Executive Committee member .
- Meetings and attendance: 2024 Board (4), Audit (4), Executive (4) meetings; all current directors attended all Board and committee meetings on which they served in 2024 and attended the 2024 annual meeting .
- Related-party oversight: Audit Committee reviews and oversees related-party transaction identification and disclosures under the Company’s process .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Company stock; supports alignment and reduces risk .
Fixed Compensation (Non-Employee Director)
| Component | Detail | Source |
|---|---|---|
| Annual Board compensation structure | Option A: 5,736 RSUs plus quarterly cash retainer of $16,250 (Lead Independent Director receives an additional $6,250 quarterly); Option B: all compensation in RSUs using 20-day average price; committee meeting fees of $1,250–$5,000 per quarterly meeting (electable in shares) | |
| 2024 Director equity timing | 2024 RSUs granted at June 2024 Board meeting; vest on June 20, 2025 | |
| Deferred Compensation Plan | Directors may defer 0% or 100% of cash and/or equity; deferred equity receives a 15% premium and follows underlying vesting | |
| Jeffrey J. Brown — 2024 director pay | Fees in cash: $0; Stock awards: $250,359; Total: $250,359; elected to defer 100% of compensation |
Performance Compensation
| Performance Metrics Tied to Director Pay | Terms |
|---|---|
| None (director equity is time-based RSUs) | Director RSUs vest with time; no performance metrics disclosed for non-employee director equity . |
Other Directorships & Interlocks
- Public company boards (current/past 5 years): None disclosed for Mr. Brown in the director biography section that explicitly lists such roles .
- Charitable contributions linkage: Company disclosed no charitable contributions exceeding NYSE thresholds to organizations where a director is an executive officer for 2024, 2023, or 2022 .
Expertise & Qualifications
- Audit Committee Financial Expert; extensive public/private board leadership; significant transactional experience; private equity investing and governance expertise .
- Lead independent oversight competencies: agenda-setting, executive sessions, CEO evaluation input, succession planning, shareholder engagement .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership | 22,194 shares; <1% of outstanding | As of April 21, 2025 record date; beneficial ownership includes exercisable/settling rights within 60 days . |
| Outstanding director RSUs (12/31/2024) | 17,961 RSUs | RSUs credited in Deferred Compensation Plan . |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; required to hold at least 50% of shares acquired until guideline met | Applies to directors and executives; enhances alignment . |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policies for directors . |
| Section 16 filings | All timely in FY2024 | Indicates compliance with insider reporting obligations . |
Governance Assessment
- Positives (Board effectiveness/alignment):
- Independent Lead Director with robust responsibilities and active role in agenda-setting, executive sessions, and CEO evaluation; strong counterbalance to combined Chair/CEO structure .
- Audit Chair and designated Financial Expert enhances financial reporting oversight; 100% attendance supports engagement .
- Compensation alignment: elected to defer 100% of director compensation; equity vests over time; strict anti-hedging/pledging; ownership guidelines at 5x cash retainer .
- Watch items (noted for monitoring, not current red flags):
- Concentration of responsibilities (Lead Independent Director and Audit Chair) can centralize oversight; mitigate through annual Board/committee self-assessments and independent sessions .
- Executive Committee includes only the CEO (Chair) and Mr. Brown; monitor use to ensure appropriate full Board oversight of major decisions .
- No specific related-party transactions involving Mr. Brown disclosed; Audit Committee retains oversight—continue to monitor given his private equity activities .
No related-party transactions involving Mr. Brown were described in the proxy; the Company discloses a formal process for review of such matters by the Audit Committee .
Director compensation value unchanged year-over-year; higher RSU counts stem from lower share price; Mr. Brown’s total director compensation for 2024 was $250,359, fully deferred .