Natalie Brown
PATRICK INDUSTRIESAbout Natalie A. Brown
Natalie A. Brown (age 54) is the Chief Executive Officer of Mesirow Financial Holdings, Inc. since July 2022; previously President (April 2021–July 2022) and Chief Financial Officer (August 2018–April 2021), and a Mesirow board member since 2019; earlier she held finance and accounting leadership roles at Nuveen Investments (1999–2018). She is a new director nominee to Patrick Industries’ board for election at the May 15, 2025 annual meeting and, if elected, will be designated independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mesirow Financial Holdings, Inc. | CEO | Jul 2022–present | Strategic planning, acquisitions, succession and talent development |
| Mesirow Financial Holdings, Inc. | President | Apr 2021–Jul 2022 | Organizational development and strategic planning |
| Mesirow Financial Holdings, Inc. | CFO | Aug 2018–Apr 2021 | Banking, finance, auditor relations |
| Nuveen Investments | Finance/accounting leadership | 1999–2018 | Finance, auditor relations and talent identification |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mesirow Financial Holdings, Inc. | Director | 2019–present | Board member; finance and auditor relations expertise |
| Public company boards | None disclosed | — | No other public directorships disclosed in PATK proxy |
Board Governance
- Director nominee approved by the Board on February 25, 2025; will serve until 2026 Annual Meeting if elected; designated independent if elected .
- Committee assignments: None at time of nomination; existing PATK committees are Audit, Compensation, and Corporate Governance & Nominations .
- Board leadership: CEO is Chair; Lead Independent Director is John A. Forbes; independent directors hold executive sessions at each regular meeting without the CEO .
- Board composition and cadence: 9 directors, 7 independent; average age 60, average tenure 11.9 years; Board held 9 meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the May 16, 2024 Annual Meeting .
- Say-on-Pay 2024: Approximately 95% approval of 2023 NEO compensation at the May 16, 2024 meeting .
Fixed Compensation
Non-employee director compensation schedule (2024 framework; Brown’s individual 2025 compensation not yet disclosed):
| Component | 01/01/2024–06/30/2024 | 07/01/2024–12/31/2024 |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $90,000 | $90,000 |
| Committee chair retainer – Audit | $20,000 | $20,000 |
| Committee chair retainer – Compensation | $15,000 | $15,000 |
| Committee chair retainer – Corporate Governance & Nominations | $10,000 | $15,000 |
| Lead Independent Director additional retainer | $25,000 | $25,000 |
| Annual restricted stock grant (time-based) | $140,000, vests after 1 year or earlier upon certain events | $140,000, vests after 1 year or earlier upon certain events |
- Note: “The Company does not have stock ownership guidelines for its directors.” This reduces formal alignment requirements for directors .
Performance Compensation
- Non-employee director equity awards are time-based restricted stock; no director-specific performance metrics are disclosed (annual restricted stock vests on continued service) .
- Company-wide executive performance frameworks (context for Board oversight): STIP tied 70% to adjusted net income and 30% to individual objectives with payout 0–200%; LTIP uses three-year cumulative EBITDA with 50–200% payout scale, but these are executive programs, not director pay .
| Director Performance Metrics | Design | Payout Scale |
|---|---|---|
| Not applicable to directors | Annual restricted stock vests time-based upon continued service; no disclosed director performance metrics | N/A |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public) | — | — | No public company boards disclosed for Brown in PATK proxy |
| Mesirow (private) | Financial services | CEO and Director | No related-party transactions disclosed with Mesirow; PATK related-party transactions in 2024 involved Welch Packaging (CEO is director M. Scott Welch) and Century Foam (owned by director Todd Cleveland) |
Expertise & Qualifications
- Extensive experience in banking, finance and auditor relations; organizational development; succession planning and talent identification; acquisitions; strategic planning .
- Finance and audit background supports Audit Committee oversight if appointed; CEO-level leadership at a financial services firm brings risk management and governance perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Natalie A. Brown | Not disclosed in Security Ownership table (record date Mar 21, 2025) | — | Brown not listed among directors/NEOs with disclosed holdings as of record date |
- Director stock ownership guidelines: None for directors (company-level policy) .
- Hedging policy: The company permits directors and employees to engage in hedging transactions; such transactions are generally permitted, which can weaken alignment incentives .
Governance Assessment
-
Positive signals:
- Independence: Board determined Brown will be independent if elected .
- Relevant expertise: Deep finance/audit background; CEO experience in financial services strengthens oversight of risk, capital allocation, and auditor relations .
- Board process: Lead Independent Director role, independent executive sessions, and regular committee charters/independence affirmations support effective oversight .
- Shareholder support: Recent say‑on‑pay approval ~95% for FY2023 compensation indicates constructive investor sentiment on pay governance .
-
Red flags and watch items:
- No director stock ownership guidelines; reduced structural alignment for independent directors .
- Hedging permitted for directors; potential misalignment if used (company does not prohibit hedging) .
- Related-party transactions exist with companies affiliated with other directors (Welch Packaging: ~$1.0M; Century Foam: ~$0.4M) and PATK has no formal RPT approval policy, relying on case-by-case Audit Committee review—keep oversight scrutiny high; none involve Brown/Mesirow per disclosures .
- Committee assignment and attendance data for Brown not yet available (new nominee); monitor post‑election committee placement and meeting participation .
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Independence, attendance, and engagement:
- Brown is a new nominee with no 2024 attendance record; Board states all 2024 directors met ≥75% attendance and all attended the 2024 Annual Meeting; monitor Brown’s engagement if elected .
- Committees (Audit, Compensation, Corporate Governance & Nominations) are fully independent; suitability suggests Brown could contribute to Audit or CG&N given qualifications .
-
Compensation alignment:
- Director pay is a mix of cash retainers and time-based restricted stock; absence of ownership guidelines and allowance of hedging are notable alignment gaps to consider in governance risk assessment .
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Related-party/Conflict review:
- No transactions disclosed with Brown or Mesirow; Board reviews RPTs via the Audit Committee despite lack of formal written policy; elevated sensitivity remains due to existing RPTs with other directors’ affiliates .