Julia Brown
PERRIGO CoAbout Julia M. Brown
Julia M. Brown, age 55, is an independent director of Perrigo (PRGO) and has served on the Board since November 2023. She brings deep procurement, supply chain, external manufacturing, and sustainability expertise from senior roles at Mars Wrigley (Chief Procurement & Sustainability Officer, 2020–2021) and Carnival Corporation & plc (Chief Procurement Officer, 2015–2020), with prior leadership experience across Procter & Gamble, Gillette, Diageo, Kraft, and Mondelez . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mars Wrigley | Chief Procurement & Sustainability Officer | 2020–2021 | Led global procurement and sustainability initiatives |
| Carnival Corporation & plc | Chief Procurement Officer | 2015–2020 | Ran procurement across world’s largest cruising company |
| Procter & Gamble; Gillette; Diageo; Kraft; Mondelez | Various leadership roles | Not disclosed | Organizational/business transformation; sourcing; supply chain; operations optimization; ERM; M&A |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committees |
|---|---|---|---|---|
| Ocado plc | LSE: OCDO | Non-Executive Director | 2023–Present | Compensation; Nominating & Governance |
| Molson Coors Beverage Company | NYSE: TAP | Director | 2021–Present | Compensation Committee |
| Solo Brands | NYSE: DTC | Director | 2021–Present | Nominating & Governance Committee |
| The Honest Company | NASDAQ: HNST | Director (former) | 2022–2023 | Not disclosed |
Board Governance
- Committees: Talent & Compensation Committee (member); Nominating & Governance Committee (member). TCC met 6 times in 2024; membership includes Brown. NGC met 4 times in 2024; membership includes Brown .
- Attendance: Board met 7 times; 18 total committee meetings in 2024. Each director attended at least 75% of the Board and committee meetings on which they served; all directors attended the 2024 AGM .
- Independence: Board determined Brown is independent; 10 of 11 director nominees are independent .
- Stock ownership guidelines: Non-employee directors must hold stock equal to 6x the annual cash retainer; all non-employee directors are in compliance (by ownership level or retention requirements) .
- Leadership: TCC chaired by Jeffrey B. Kindler; NGC chaired by Adriana Karaboutis .
- Related-party transactions: NGC determined there are no reportable related-party transactions in the proxy .
Fixed Compensation
Director pay structure (unchanged for 2024), with equity granted as RSUs:
| Element | Amount | Notes |
|---|---|---|
| Chairman annual cash retainer (in lieu of director retainer) | $150,000 | |
| Director annual cash retainer | $75,000 | |
| Committee member retainer – Audit | $12,500 | |
| Committee member retainer – Talent & Compensation | $12,500 | |
| Committee member retainer – Nominating & Governance | $8,000 | |
| Committee chair retainer – Audit (in lieu of member retainer) | $25,000 | |
| Committee chair retainer – Talent & Compensation | $25,000 | |
| Committee chair retainer – Nominating & Governance | $16,000 | |
| Annual equity award – non-employee directors | ~$300,000 RSUs | One-year vest; pro-rated for mid-year appointees |
| Annual equity award – Chairman | ~$375,000 RSUs | One-year vest |
2024 compensation actually paid to Brown:
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $88,564 | $151,233 (5,548 RSUs) | $239,797 |
Grant details and valuation reference:
- RSU grant to Brown on March 5, 2024 (pro-rated): 5,548 RSUs; grant-date price used for fair value $27.26; vests one year from grant .
Performance Compensation
Directors receive time-based RSUs (no performance-conditioned awards or target bonus). RSUs vest after one year, aligning director pay with shareholder value; no options or performance metrics are specified for directors .
| Award Type | Metric | Weight | Performance Period | Vesting Terms |
|---|---|---|---|---|
| Director RSUs | Not applicable (service-based) | n/a | n/a | One-year cliff vest |
Equity Ownership
Beneficial ownership (proxy record date) and most recent Form 4 updates:
| As-of Date | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| March 3, 2025 (proxy record date) | 0 | 5,548 | 5,548 | Reflects RSUs vesting within 60 days per SEC definition |
| March 5, 2025 (Form 4) | 2,884 | — | 2,884 | 5,548 RSUs settled to shares; 2,664 shares withheld for taxes; filing: https://www.sec.gov/Archives/edgar/data/1585364/000158536425000016/0001585364-25-000016-index.htm |
| May 14, 2025 (Form 4) | 8,034 | — | 8,034 | 9,904 RSUs settled to shares; 4,754 shares withheld for taxes; filing: https://www.sec.gov/Archives/edgar/data/1585364/000158536425000078/0001585364-25-000078-index.htm |
Stock ownership guidelines: 6x annual cash retainer; non-employee directors are in compliance through ownership or retention requirements . Anti-hedging and anti-pledging policies are part of Perrigo’s governance framework .
Insider transaction detail (recent):
- 2025-03-05: RSU settlement (5,548), tax withholding (2,664), resulting direct holdings 2,884; Form 4: https://www.sec.gov/Archives/edgar/data/1585364/000158536425000016/0001585364-25-000016-index.htm
- 2025-05-14: RSU settlement (9,904), tax withholding (4,754), resulting direct holdings 8,034; plus new RSU award (7,305) granted the same day; Form 4: https://www.sec.gov/Archives/edgar/data/1585364/000158536425000078/0001585364-25-000078-index.htm
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict with PRGO | Notes |
|---|---|---|
| Ocado plc (Comp; Nom/Gov) | None disclosed | Grocery technology/retail enablement, not a PRGO competitor/supplier disclosed |
| Molson Coors (Comp) | None disclosed | Beverage company; no related-party transactions disclosed |
| Solo Brands (Nom/Gov) | None disclosed | Consumer DTC; no related-party transactions disclosed |
| Honest Company (former) | None disclosed | Prior board; no related-party transactions disclosed |
The Nominating & Governance Committee reports no related-party transactions requiring disclosure and maintains a Related-Party Transaction Policy overseen by the NGC .
Expertise & Qualifications
- Deep expertise: procurement, sourcing, supply chain, external manufacturing, operations optimization, enterprise risk management, sustainability, and M&A .
- Extensive public company board and committee experience; provides governance, risk, and human capital insights .
Governance Assessment
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Strengths:
- Independent director with relevant supply chain and ESG expertise; serves on TCC and NGC, both fully independent committees .
- Attendance threshold met (≥75%); Board and committee engagement evidenced by meeting cadence (Board: 7; committees: 18 total in 2024) .
- Pay alignment: majority of director compensation delivered in equity; time-based RSUs vest in one year to align with shareholders .
- Ownership alignment: 6x cash retainer guideline; non-employee directors in compliance or under retention requirements .
- Shareholder sentiment: 2024 Say-on-Pay support >97%, signaling investor confidence in compensation governance (contextual, company-level) .
- No related-party transactions disclosed; robust conflict review via NGC .
-
Watchpoints / potential red flags:
- Overboarding risk monitoring: Brown serves on three other public company boards; the NGC explicitly evaluated overboarding in its nominations process and recommended current nominees, but time commitments should continue to be monitored .
- Equity concentration/pledging: Company prohibits hedging/pledging; no pledging disclosed for Brown, but investors typically monitor compliance and any exceptions closely .
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Net view: Brown’s committee roles (TCC/NGC), independence, and supply chain/ESG background support board effectiveness in compensation oversight, governance, and operational risk. Ownership is building via RSU settlements in 2025, bolstering alignment. No conflicts or related-party exposures are disclosed .