Amy Woods Brinkley
Independent Chair of the Board at ROP
Board
About Amy Woods Brinkley
Independent Chair of the Board (since June 1, 2021), director since 2015, age 69. Founder of AWB Consulting, LLC; formerly Chief Risk Officer of Bank of America (2002–2009) following a 30+ year career in senior roles. Recognized for deep risk management, financial controls, governance, M&A, and marketing expertise. Independent under Nasdaq/SEC rules; all non-CEO directors are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corp. | Chief Risk Officer | 2002–2009 | Enterprise risk leadership during major financial cycles; risk management and controls expertise |
| Bank of America Corp. | President, Consumer Products division | Prior to 2002 | Oversaw credit card, mortgage, consumer finance, telephone, and e‑commerce businesses |
| Bank of America Corp. | EVP & Chief Marketing Officer | Prior to 2002 | Led Olympic sponsorship, national rebranding and name change |
External Roles
| Organization | Role | Tenure / Status | Notes |
|---|---|---|---|
| AWB Consulting, LLC | Founder/Owner/Manager | Current | Executive advising & risk management consulting |
| TD Bank Group | Director | 2010–Apr 2025 | Ended public board service Apr 2025 |
| TD Group US Holdings, LLC | Director | Current | TD subsidiary board service continues |
| TD Bank US Holding Company | Director | Current | TD subsidiary board service continues |
| TD Bank, N.A. | Director | Current | TD subsidiary board service continues |
| TD Bank, USA | Director | Current | TD subsidiary board service continues |
| Carter’s, Inc. | Director | 2010–2021 | Prior public board |
| Atrium Health | Commissioner | 2001–2019 | Non‑profit health system governance |
| Princeton Theological Seminary | Trustee | 2002–2019 | Non‑profit academic board |
Board Governance
- Roles and committees: Independent Chair of the Board; Executive Committee Chair; member, Compensation Committee; member, Nominating & Governance Committee.
- Independence: Independent director; all non-CEO directors are independent.
- Attendance & engagement: Board held 6 meetings in 2024; all directors attended >75% of total Board and committee meetings assigned; all directors attended the 2024 Annual Meeting.
- Committee activity in 2024: Audit (10 meetings), Compensation (6), Nominating & Governance (5), Executive (0).
- Board leadership: Independent Chair structure; executive sessions of non‑management directors at least five times per year, chaired by Ms. Brinkley.
- Shareholder rights & practices: Declassified board, majority voting with resignation policy, proxy access (3%/3 years, up to greater of 2 seats or 20%), anti‑hedging/anti‑pledging; clear oversight of sustainability & HCM.
- Say‑on‑Pay: 2024 approval >89%; outreach to large dissenting holders conducted.
- Related parties: Audit Committee reviews related person transactions; none in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director cash retainer (2024) |
| Independent Chair supplemental retainer | $125,000 | Annual supplemental cash retainer for Independent Chair (2024) |
| Committee chair fees | $5,000 | Annual fee for chairing Audit, Compensation, or N&G committees (if applicable) |
| 2024 cash paid – Brinkley | $185,000 | Reflects $60,000 base retainer + $125,000 chair retainer; no meeting fees |
Performance Compensation
| Equity Element | Grant Value | Vesting / Metrics | Notes |
|---|---|---|---|
| 2024 Annual Equity Award (directors) | $385,000 | Time‑based: 50% vests on six‑month anniversary of grant; 50% vests day before next Annual Meeting; not performance‑conditioned | Amount based on closing price at grant; applies to all non‑employee directors |
| 2024 stock awards – Brinkley | $385,000 | Time‑based vesting as above | 2024 Director Compensation table |
| Unvested restricted shares (Brinkley) | 352 shares | Subject to time‑based vesting; voting but no investment power | At 3/31/2025 beneficial ownership table |
Note: Director equity is not tied to performance metrics (distinct from executive PSU metrics).
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None disclosed as current; TD Bank Group service ended Apr 2025; continues on TD U.S. subsidiaries (private). |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks or insider participation in 2024. |
| Service limits | Roper guidelines: directors may serve on no more than three other public company boards (CEO directors: one). |
Expertise & Qualifications
- Executive leadership; risk management and controls; financial reporting/audit; banking/financial services; marketing and e‑commerce; M&A; corporate governance; public company board experience; talent and team development.
Equity Ownership
| Metric | Amount / Status |
|---|---|
| Total beneficial ownership (Brinkley) | 16,309 shares |
| Unvested restricted shares included | 352 shares |
| Vested shares (calculated) | 15,957 shares (16,309 − 352), calculated from cited figures |
| Shares outstanding (record date) | 107,519,731 shares (4/16/2025) |
| Ownership as % of outstanding (calculated) | ~0.015% (16,309 ÷ 107,519,731), calculated from cited figures |
| Shares pledged | None disclosed; anti‑pledging policy applies and exception noted only for Christopher Wright. |
| Director ownership guideline | ≥10× cash base retainer ($600,000) within 5 years; all directors in compliance. |
Insider Trades (Section 16 Compliance)
| Item | Status |
|---|---|
| Delinquent Section 16(a) reports (2024) | None disclosed for Brinkley; company noted late gifts only for C. Wright and S. Archambeau. |
Governance Assessment
- Strengths: Independent Chair since 2021 with deep risk and financial controls background; active roles on Compensation and N&G; strong board processes (majority voting, proxy access); anti‑hedging/anti‑pledging; director equity aligned with shareholders; ownership guideline compliance; no related‑party transactions; high attendance and engagement; robust shareholder outreach and strong Say‑on‑Pay support (89%+).
- Watch items: Continues on multiple TD Bank U.S. subsidiary boards—monitor for any potential banking/vendor relationships with Roper businesses (none disclosed). Executive Committee chaired by Brinkley had no meetings in 2024; ensure committee roles remain right‑sized for workload and effectiveness.
- Red flags: None identified—no pledging by Brinkley, no related‑party transactions, no Section 16 delinquencies disclosed for Brinkley.