Danielle Brown
Performance Food GroupAbout Danielle M. Brown
Danielle M. Brown (age 54) is an independent director of Performance Food Group Company (PFG) since 2024, serving on the Audit & Finance Committee and the Technology & Cybersecurity Committee . She is Senior Vice President and Chief Information Officer at Whirlpool Corporation (since November 2020), with prior CIO roles at Brunswick (2016–Nov 2020) and earlier IT leadership at DuPont (2000–2016); she holds a B.S. in Computer Science (Indiana University of Pennsylvania), an M.S. in Information Science (Penn State), and an MBA (Drexel) . The Board has affirmed her independence (including audit committee independence under Exchange Act Section 10A), and she participates in executive sessions when applicable to independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | SVP & Chief Information Officer | Nov 2020 – Present | Led modernization of global IT platforms and infrastructure to enhance customer experience and product innovation; strengthens cybersecurity and data/technology leverage for value creation . |
| Brunswick Corporation | Chief Information Officer | 2016 – Nov 2020 | Enterprise CIO for a global marine products leader; senior technology leadership experience . |
| DuPont de Nemours, Inc. | Various roles incl. Business CIO | 2000 – 2016 | Drove revenue optimization and customer reach, improved cash flow/working capital, and supported carve-outs/M&A technology integration . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| PRA Group, Inc. | Independent Director | Jan 2019 – Aug 2024 | Served on Audit, Compensation, and Risk committees, evidencing financial oversight and risk management experience . |
Board Governance
- Committee assignments: Audit & Finance (member) and Technology & Cybersecurity (member); she is not a chair of any committee .
- Independence: Board determined Ms. Brown is independent under NYSE standards and independent for Audit Committee purposes under Exchange Act Section 10A; all committees are fully independent .
- Attendance: In fiscal 2025, the Board held 6 meetings; Audit & Finance held 8 (98% committee attendance overall) and Technology & Cybersecurity held 4 (100% committee attendance overall). All incumbent directors then in office attended at least 75% of aggregate Board/committee meetings, and all attended the 2024 Annual Meeting .
- Audit oversight: Ms. Brown is listed among signatories of the Audit & Finance Committee report recommending inclusion of audited financial statements in the Form 10-K for FY2025 .
- Governance policies: PFG prohibits hedging and pledging of company shares by directors and executive officers; maintains a clawback policy for incentive compensation; and conducts executive sessions of independent directors at each regularly scheduled Board meeting. Lead Independent Director is Manuel A. Fernandez .
Fixed Compensation
| Component | Policy/Detail | Ms. Brown – FY2025 |
|---|---|---|
| Annual cash retainer | $105,000, payable quarterly in arrears . | $53,365 in cash fees earned in FY2025; she elected to participate in the Deferred Compensation Plan for her calendar 2025 cash retainer . |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $20,000; Technology & Cyber Chair $15,000 (annual) . | $0 (not a chair) . |
| Equity retainer | $180,000 in RSUs or DSUs; RSUs vest at earliest of first anniversary of grant or next annual meeting; DSUs settle at separation or change-in-control; accelerated vesting on change-in-control . | Stock awards grant-date fair value $180,011; annual director grants made Nov 19, 2024 . |
| Lead Director additional equity | +$100,000 (Lead Director only) . | N/A . |
| Outstanding RSUs/DSUs (as of FY-end) | — | 2,173 RSUs outstanding as of June 28, 2025 . |
Performance Compensation
- Non-employee director compensation is not performance-based; annual equity retainers are time-based RSUs/DSUs without performance metrics (vesting as described above) .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock or Conflict |
|---|---|---|---|
| PRA Group, Inc. | Financial services (debt purchasing/collection) | Director; Audit, Compensation, Risk committees | No PFG-related party transactions disclosed; no supplier/customer linkage disclosed in proxy . |
Expertise & Qualifications
- Cybersecurity, AI/technology infrastructure, and digital transformation expertise, including large-scale platform modernization and data/tech enablement for growth .
- Financial oversight and risk management through service on PRA Group’s Audit, Compensation, and Risk committees .
- M&A technology integration and carve-out experience, with operational excellence impact on working capital and productivity .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 2,173 shares (includes shares issuable upon vesting of RSUs/DSUs within 60 days after Sept 30, 2025) . |
| Percent of outstanding | Less than 1% (“*” in proxy table denotes <1%) . |
| Vested vs unvested | Includes 2,173 RSUs vesting within 60 days after Sept 30, 2025; 2,173 RSUs outstanding as of June 28, 2025 . |
| Hedging/Pledging | Prohibited for directors and executive officers by policy . |
| Director ownership guidelines | Required holding: 5x annual cash retainer; 100% retention of shares until met . |
| Compliance status | As of Sept 30, 2025, all directors met the guideline except Ms. Brown (appointed June 28, 2024) . |
Governance Assessment
- Strengths:
- Independent director with audit-committee eligibility and experience; sits on Audit & Finance and Technology & Cybersecurity committees, aligning her cyber/IT expertise with PFG’s risk oversight needs .
- Demonstrated engagement through inclusion on the Audit & Finance Committee’s FY2025 report; committee-level attendance metrics were robust in FY2025 (Audit 98%, Tech/Cyber 100%) and all directors met overall attendance thresholds .
- Pay mix emphasizes equity (time-based RSUs/DSUs), and she elected to defer her calendar 2025 cash retainer, signaling alignment with long-term value .
- Strong shareholder-friendly governance: anti-hedging/pledging policy and clawback framework in place; say-on-pay support historically high (approx. 99% in 2024; 97%+ over last 5 years) .
- Watch items:
- Early in tenure; beneficial ownership is modest (2,173 shares; <1%) and she has not yet met director ownership guidelines as of Sept 30, 2025, which is expected for a newer appointee under the retention framework .
- No related-party transactions disclosed involving Ms. Brown; continued monitoring for any future interlocks or vendor/customer ties is prudent (none indicated) .
Net assessment: High governance quality and board-effectiveness fit. Ms. Brown brings material cybersecurity and technology risk oversight to PFG’s board and its committees, with audit-eligible independence and credible prior committee experience. Alignment mechanisms (equity retainer, deferral, anti-hedging/pledging) are in place; the only notable gap is guideline ownership level, which is typical given her recent appointment and subject to the required 100% retention until met .