Bradley Brown
About Bradley Brown
Bradley Brown, age 39, has served on OneStream’s board since February 2020 and is a Class I director nominee for re‑election to a term ending in 2028. He is a Managing Director at KKR on its Software Investment team (since February 2018), with prior roles at Pennant Capital (partner), Hellman & Friedman, and Goldman Sachs. He holds a B.S. from MIT and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR (Kohlberg Kravis Roberts & Co. L.P.) | Managing Director, Software Investment team | Feb 2018–present | KKR is a major OS stockholder with nomination/consent rights (see Governance) |
| Pennant Capital Management | Partner | Sep 2014–Jan 2018 | Public markets investing across sectors |
| Hellman & Friedman | Investment professional (role not specified) | Not disclosed | Private equity investing background |
| Goldman Sachs | Investment banking/finance (role not specified) | Not disclosed | Foundational finance experience |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; Skills Matrix shows no “Other Public Company Board” for Brown . |
Board Governance
- Independence status: The board determined Mr. Brown is independent under Nasdaq rules (despite relationships considered, including with KKR) .
- Committee memberships: Not listed as a member of the Audit Committee (Kinzer chair; Mariner; Wilson) or the Compensation, Nominating & Governance Committee (Burkland chair; Kinzer; Welsh) .
- Attendance: In 2024, the board held 7 meetings and each incumbent director attended at least 75% of board and applicable committee meetings .
- Lead Independent Director: David Welsh (KKR partner) serves as Lead Independent Director .
- Executive sessions: Non‑employee directors meet in executive session at least twice per year .
- Controlled company considerations: KKR controls ~55.0% of voting power via Class C/D shares; OS is a “controlled company” by Nasdaq definition (though not currently relying on governance exemptions) .
- Stockholders’ Agreement: While KKR owns ≥10% (<40%) it retains board nomination rights; while ≥25%, it may appoint/remove the chair and lead independent director and must have at least one nominee on each committee (subject to independence/eligibility); KKR consent is required for CEO appointment/termination and change‑in‑control transactions while ≥25% .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Total Cash ($) | Equity/Options ($ FV) | Total Comp ($) |
|---|---|---|---|---|---|
| 2024 | — | — | 0 | 0 | 0 |
- Bradley Brown elected not to receive compensation under the Outside Director Compensation Policy; no fees or equity/option awards were paid in 2024 .
- Policy schedule for participating outside directors (not applicable to Brown): $35k annual director retainer; Lead Independent Director $18k; Audit Chair $20k/Member $10k; Comp/NG Chair $20k/Member $10k; equity RSUs: $400k initial, $200k annual (standard vesting) .
Performance Compensation (Director)
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Equity (RSUs) – Policy | Initial $400k; Annual $200k | None (time‑based; not performance‑based) | Initial vests 1/3 annually; Annual vests over ~1 year |
| Bradley Brown | N/A | N/A | N/A |
- Brown received no RSUs/options in 2024 and held no outstanding director equity awards at year‑end .
Other Directorships & Interlocks
| Entity | Nature | Relevance |
|---|---|---|
| KKR and affiliates | Major stockholder; holds ~39.5% of outstanding common stock; ~55% voting power via multi‑class structure; nominates multiple OS directors | Brown is a KKR Managing Director and a KKR‑nominated director. KKR has special rights under the Stockholders’ Agreement (board seats, committee presence, consent on CEO/change‑in‑control while ≥25% ownership) . |
| KKR‑affiliated OS directors | Petraeus (KKR partner), Welsh (KKR partner), Wilson (senior advisor), Burkland (noted as KKR nominee) | Illustrates interlocks/influence via multiple KKR‑linked directors on OS board/committees . |
Expertise & Qualifications
- Education: B.S. (MIT); M.B.A. (Harvard Business School) .
- Skills Matrix: Technology Industry and Financial expertise noted for Brown .
- Core credentials: Corporate strategy, finance, business transactions, software investments .
Equity Ownership
| Holder | Class A | Class C | Class D | % Total Voting Power |
|---|---|---|---|---|
| Bradley Brown (beneficial ownership) | — | — | — | — |
- The beneficial ownership table shows no OS shares beneficially owned by Brown as of March 27, 2025 (dashes in all columns for Brown) .
- Policy prohibits directors from hedging/pledging company securities, improving alignment and limiting risk of collateralized positions .
Governance Assessment
Key findings
- Independence and engagement: The board affirmatively determined Brown is independent; he is not on audit or compensation/governance committees, and he met the ≥75% attendance threshold in 2024 .
- Ownership alignment: Brown reported no direct beneficial ownership or outstanding equity at year‑end 2024, and he declined director compensation, including equity—reducing personal “skin‑in‑the‑game” but also eliminating pay‑related conflicts .
- KKR influence: As a KKR Managing Director and KKR‑nominated director, Brown sits on a board where KKR holds ~55% voting power, nominates multiple directors, has rights to seat at least one nominee on each committee, and retains consent rights over CEO changes and change‑in‑control while owning ≥25%—a material governance factor for minority investors .
- Board structure and controls: Independent lead director (Welsh), codified executive sessions, and anti‑hedging/pledging policy support governance hygiene; all incumbent directors met attendance thresholds .
Implications and red flags
- RED FLAG: Controlled company dynamics. KKR’s voting control and contractual rights (committee presence, CEO and change‑in‑control consent) concentrate power; minority investor protections rely on independent director rigor and committee independence standards .
- Potential conflict vector: Brown’s full‑time role at KKR and KKR’s extensive rights could create perceived conflicts in transactions affecting KKR interests; however, the proxy notes use of special committees excluding KKR nominees for transactions involving KKR conflicts .
- Alignment gap: No disclosed personal share ownership or equity awards for Brown may weaken direct alignment with Class A shareholders, though it removes compensation‑related conflicts .
- Mitigants: Board deemed Brown independent; anti‑hedging/pledging policy; independent audit and compensation/governance committees; executive sessions; attendance compliance .
Overall: Brown brings relevant software investing and financial expertise with strong institutional backing. The principal governance consideration is KKR’s continued control and rights—investors should monitor committee processes on related‑party matters and any transactions implicating KKR’s interests to ensure robust independent oversight is maintained .