Louise F. Brady
About Louise F. Brady
Independent director since 2016; age 60. Co-founder and Managing Partner of Piedmont Capital Partners (2013–present), Piedmont Capital Partners II (2019–present), and Piedmont Capital Investments (2020–present). Current public company board service includes Comcast Corporation (appointed October 3, 2023) . Education: University of North Carolina at Chapel Hill, BA in Economics & Industrial Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Advisors Financial Services | Vice President of Investments | 1996–2013 | Investment strategy experience |
| Blue Current, Inc. | President | 2014–2022 | Led solid-state battery manufacturer; board member |
| Bank of America | Vice President of Commercial Lending | 1986–1996 | Commercial lending expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Comcast Corporation | Director | Oct 2023–present | Independent; appointed via 8‑K |
| Blue Current, Inc. | Director | 2014–present | Energy storage (solid-state batteries) |
| Piedmont Triad Partnership | Board Member | — | Regional economic development |
| The Bryan Foundation | Board Member | — | Philanthropy |
| UNC Shuford Program in Entrepreneurship | Co‑Chair, Advisory Board | — | Entrepreneurship education |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; designated Audit Committee financial expert .
- Independence: Board affirmatively determined Brady is independent under NYSE and company criteria; all members of Audit, Compensation, and Corporate Governance Committees are independent .
- Attendance: Board met 4 times in 2024; each director attended 100% of Board and relevant committee meetings and the 2024 annual meeting .
- Committee activity levels in 2024:
- Audit Committee: 12 meetings (Brady member; financial expert)
- Compensation Committee: 5 meetings (Brady Chair)
- Corporate Governance Committee: 4 meetings
- Executive Committee: 5 meetings
- Lead Independent Director: James E. Buckman; structure includes Non‑Executive Chairman and separate CEO role .
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual Retainer – Director | $210,000 | Paid in cash (quarterly) and stock (annually); ≥50% must be equity; deferral to DSUs available |
| Committee Chair – Compensation | $35,000 | Additional retainer |
| Committee Member – Audit | $25,000 | Additional retainer |
| Director Equity Grant | $125,000 RSUs | Granted March 13, 2024; 100% vest after 1 year; for 2025 changed to immediate vesting |
| Charitable Matching | Up to $75,000 (3:1 match) | 3:1 match of qualifying contributions |
| Wyndham Rewards Points | Up to 500,000 (~$4,028) | Exposure to properties; alignment with business |
2024 Director Compensation (Brady)
| Fees Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|
| — | 394,971 | 77,377 | 472,348 |
| Footnote detail: Charitable match $75,000; 295,000 Wyndham Rewards Points valued at $2,377 |
Notes:
- Directors on average had 63% equity-based compensation; average deferral ~50% into DSUs, aligning interests with shareholders .
Performance Compensation
- Directors do not receive performance-based equity or options; annual equity is time‑vesting RSUs. No per‑meeting fees or retirement benefits .
- Hedging and pledging of company stock are prohibited for directors .
Other Directorships & Interlocks
- Public company boards: Comcast Corporation (CMCSA) .
- Compensation Committee Interlocks: None involving TNL executives/directors .
- No related‑party transactions involving independent directors; Audit Committee pre‑approves >$120k related‑person transactions and none were identified for independent directors in the prior year .
Expertise & Qualifications
- Core skills: Business development/M&A, corporate finance and accounting, executive leadership, risk management, technology, hospitality/consumer industries .
- Audit Committee financial expert and “accounting or related financial management expertise” under NYSE rules .
Equity Ownership
| Measure | Amount | Date/Source |
|---|---|---|
| DSUs outstanding | 67,468 | As of Dec 31, 2024 |
| Unvested RSUs | 6,352 | As of Dec 31, 2024 |
| Director stock ownership guideline | ≥5x cash retainer or ≥2.5x total retainer; 5‑year compliance window | 100% of non‑management directors exceeded threshold as of Dec 31, 2024 |
| Prohibition on hedging/pledging | Prohibited by policy |
Recent Form 4 transactions and post‑transaction holdings (selected)
Note: A‑type transactions reflect equity awards/deferrals typical for director compensation; ownership figures reflect the Form 4 “securitiesOwned” field (more current than proxy data) [insider‑trades skill output].
Governance Assessment
-
Strengths
- Independence, full attendance, and leadership as Compensation Chair; Audit financial expert designation under SEC/NYSE standards .
- High equity alignment: 2024 compensation was entirely equity‑based (no cash fees), with significant DSU deferrals and compliance with robust ownership guidelines .
- No compensation committee interlocks; formal policies against hedging/pledging; strong related‑party oversight by Audit Committee .
- Shareholder engagement and responsiveness (Board expanded outreach; 2024 say‑on‑pay at 78% with program disclosure improvements) .
-
Watch items
- Administrative late Form 4 filings (July 25, 2024) due to company error for DSU dividend equivalents (includes Brady); process control point rather than director misconduct .
- Continued monitoring of dual public board commitments (TNL and Comcast) for potential overboarding concerns; currently no disclosed conflicts or interlocks .
-
Overall
- Brady’s committee leadership and financial expertise support board effectiveness in compensation design and audit oversight. Equity‑heavy pay and DSU deferrals indicate strong alignment with long‑term shareholder interests. No related‑party transactions or hedging/pledging activity and consistent 100% attendance underpin investor confidence .