Michael W. Brown
STIFEL FINANCIALAbout Michael W. Brown
Michael W. Brown, age 79, has served as an independent director of Stifel Financial Corp. (SF) since 2010 and brings deep financial and accounting expertise as former Vice President & CFO of Microsoft and prior leadership at Deloitte; he is designated by the Board as an Audit Committee financial expert and is independent under NYSE and SEC rules . He has substantial technology and regulatory experience, including former Chairman of NASDAQ Stock Market’s Board and former Governor of NASD, and provides insight on cybersecurity and technology matters to SF’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Vice President & Chief Financial Officer | 1994–1997 | Senior financial leadership at a leading technology company |
| Microsoft Corporation | Vice President – Finance and Treasurer | 1989–1994 | Corporate finance and treasury leadership |
| Deloitte & Touche LLP | Assurance/Tax/Consulting (various roles) | 1971–1989 | Deep accounting expertise; supports audit oversight |
| NASDAQ Stock Market | Former Chairman, Board of Directors | Not disclosed | Market and regulatory governance experience |
| National Association of Securities Dealers (NASD) | Former Governor | Not disclosed | SRO governance and regulatory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. (NYSE: VMW) | Director (within past 5 years) | Not disclosed | Audit Committee; Compensation Committee; Governance Committee |
Board Governance
- Committee assignments: Audit Committee; served as Chair until the 2025 Annual Meeting and thereafter as member; Audit Committee members are independent and designated “financial experts” .
- Meeting cadence and attendance: Board met 9 times in 2024; incumbent continuing directors’ attendance at Board and applicable committee meetings exceeded 80%; executive sessions of independent directors occurred quarterly .
- Audit Committee activity: Audit met 10 times in 2024; responsibilities include auditor oversight and evaluation of audit quality and independence .
- Independence: The Board determined Brown is independent under NYSE and SEC rules .
- Governance practices: Lead Independent Director role, annual director elections, ability to engage independent advisors, and ongoing shareholder engagement are highlighted Board practices .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Unit Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 130,000 | 150,000 | 280,000 |
| 2024 | 100,000 | 150,000 | 250,000 |
- Director cash/equity structure: Annual stock retainer comprises $100,000 cash and $150,000 in stock units (RSUs); committee chairs and the Lead Independent Director each receive an additional $30,000 cash .
- RSU grant and vesting: In 2024, non-employee directors received stock units equivalent to $150,000 on June 5, 2024, vesting quarterly over one year; amounts reflect grant-date fair value under ASC 718 . In 2023, grants occurred on June 7, 2023, also vesting quarterly over one year .
Performance Compensation
| Performance Metric Tied to Director Pay | Details |
|---|---|
| None disclosed | Non-employee director compensation consists of cash retainers and time-based RSUs vesting quarterly; no performance-based metrics are described for director compensation . |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| VMware, Inc. | Director (past 5 years) | Audit; Compensation; Governance | Technology sector; no SF compensation committee interlocks noted for 2024–2025 . |
Expertise & Qualifications
- CFO/Financial expert: Former Microsoft CFO; designated Audit Committee financial expert at SF .
- Technology/cybersecurity: Provides Board and management with insight on cybersecurity and technology efforts .
- Regulatory/SRO governance: Former NASDAQ Chairman and NASD Governor brings market/regulatory oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Stock Units Outstanding (not yet converted) |
|---|---|---|---|
| Michael W. Brown | 66,993 | <1% | 1,914 as of Dec 31, 2024 |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and requires approval for any pledging; the Company states directors and executive officers hold no shares in margin accounts and have pledged no shares .
- Related accounts/loans context: Stifel Bancorp may make loans to directors/officers under banking rules on market terms; certain officers/directors may maintain margin accounts at Stifel Nicolaus with loans on standard terms; all such loans were performing as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independence and audit financial expertise; long-standing senior finance background (Microsoft/Deloitte); active Audit Committee participation (10 meetings in 2024); quarterly executive sessions; clear RSU vesting and standardized director pay; no pledging or margin holdings per policy .
- Alignment: Beneficial ownership of 66,993 shares (<1%) plus director RSUs (1,914 units as of 12/31/2024) supports some alignment, with director equity granted and vesting over one year .
- Watch items / potential conflicts: Banking subsidiary loans and margin accounts with Company’s broker are ordinary-course but represent related-party exposure requiring continued oversight; ensure continued compliance with independence safeguards and fair terms . Transition from Audit Chair to member (Zimmerman assuming Chair) is a refresh indicator; monitor continuity and oversight quality through the transition .
- Attendance/engagement: Board-wide attendance exceeded 80%; continued quarterly independent sessions and 9 Board meetings in 2024 support engagement .
RED FLAGS to monitor: Related-party credit exposure via Stifel Bancorp/margin accounts (ordinary-course and disclosed); ensure adherence to anti-hedging/anti-pledging policy and maintenance of independence standards .