Amy Woods Brinkley
ROPER TECHNOLOGIESAbout 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.