Joy Brown

About Joy Brown

Joy Brown (age 46) has served as an independent director of Tractor Supply Company since 2021 and is currently a member of the Audit Committee and the Corporate Governance & Nominating Committee . She is Senior Vice President and Chief Digital Information Officer for Boston Medical Center Health System and previously held senior data and technology leadership roles at Verizon Media Group (Chief Data Officer, Sep 2020–Jan 2022), Capital One (VP, Card Technology, Feb 2019–Sep 2020), OptumInsight (2015–2018), and Vanguard (2007–2015) . The Board has determined Ms. Brown is independent under Nasdaq listing standards .

Past Roles

External Roles

Board Governance

• Independence and structure: Brown is one of eight independent directors (out of nine); the Board is chaired by an Independent Chair (Edna K. Morris) and separates the Chair/CEO roles . Executive sessions for independent directors are scheduled at each regular Board meeting .
• Attendance: In fiscal 2024, each incumbent director attended at least 91% of combined Board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
• Committee assignments and 2024 meeting cadence:

• Audit Committee qualifications: The Board designated Cardenas, Hawaux, and Weikel as audit committee financial experts; Brown serves as a member but is not designated as an “audit committee financial expert” .

Fixed Compensation

• Non‑employee director retainers approved for 2024–2025: Board $95,000; Audit Committee Member $17,000; Corporate Governance & Nominating Committee Member $10,000 (committee chairs receive additional fees; independent Chair flat $195,000) .
• Annual equity: Non‑employee directors (other than the independent Chair) receive an annual RSU grant with grant‑date fair value ~ $165,000; RSUs vest on the one‑year anniversary; directors may elect to defer settlement .

Notes: RSU award sizing based on $54.03 closing price on May 7, 2024 (pre‑grant), adjusted for dividend yield and the Dec 20, 2024 5‑for‑1 stock split; vests after one year .

Performance Compensation

• Structure: For directors, annual equity is time‑based RSUs only; there are no performance‑conditioned director equity awards (e.g., no PSUs for directors), and dividends are not paid on unearned or unvested equity per plan practices .

Other Directorships & Interlocks

• Public company directorships: Huron Consulting Group Inc. (since Sep 2022); Audit; Technology & Information Security .
• Compensation Committee interlocks: The Company disclosed no interlocking relationships for its Compensation & Human Capital Committee during 2024 (Brown is not a member of that committee) .

Expertise & Qualifications

• Core skills cited by the Board: Technology/E‑Commerce, Cybersecurity, Artificial Intelligence, Strategic Planning/Strategy, C‑level leadership experience, Current outside public company directorship .
• Board’s skill matrix emphasizes governance, risk management, technology/cyber, and AI capabilities as valued for oversight of a digitally enabled omnichannel retailer .

Equity Ownership

• Beneficial ownership and alignment (as of Mar 21, 2025):

• Ownership policy: Directors must hold shares equal to 5x the annual cash retainer within five years; all directors either meet the standard or are within the initial compliance period .
• Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors .

Governance Assessment

• Strengths and investor confidence signals

  • Independence and workload: Brown is independent and serves on two key oversight committees—Audit (12 meetings in 2024) and Corporate Governance (4 meetings)—indicating active engagement in financial reporting, cybersecurity oversight, board composition, and ESG/stewardship oversight .
  • Attendance and engagement: The Company reports ≥91% attendance for each incumbent director and full Board attendance at the 2024 Annual Meeting, supporting director engagement .
  • Compensation alignment: Director pay is a balanced cash retainer plus time‑based equity with one‑year vesting; Brown’s 2024 mix was $117,000 cash and $164,742 RSUs, supporting ownership alignment without short‑term risk taking .
  • Ownership and trading safeguards: 5x retainer stock ownership guideline and prohibitions on hedging/pledging enhance alignment and mitigate downside governance risk .
  • Conflicts review: No related‑party transactions requiring disclosure since the beginning of the last fiscal year; Audit Committee pre‑approves auditor services and oversees independence .
  • Say‑on‑pay context: Shareholders supported executive pay with 93.0% approval at the 2024 annual meeting, indicating broader investor confidence in governance and pay frameworks (contextual to Board oversight) .

• Watch‑fors / RED FLAGS

  • None observed in filings: No attendance shortfalls, related‑party transactions, hedging/pledging, or committee interlocks disclosed for 2024; director service limits and changed‑circumstances notification policy mitigate overboarding and conflict risks .
  • Workload considerations: Audit Committee met 12x in 2024; continued monitoring of time commitments is prudent, though Company guidelines cap outside board service (≤4 for outside directors; ≤3 audit committees) and require notification of material changes .

Director Compensation Detail (Brown)

Board Governance (Company Practices – Context)

• Independent Chair; majority‑independent board; annual elections; majority voting with director resignation policy; proxy access; special meeting rights; executive sessions each regular meeting .
• Committee independence: All members of Audit, Compensation & Human Capital, and Corporate Governance committees are independent; designated audit committee financial experts identified (not including Brown) .
• Cybersecurity oversight rests with the Audit Committee; quarterly briefings and program governance disclosed .

Other Directorships & Interlocks (Brown)

Summary Implications

• Brown’s technology, data, cybersecurity, and AI expertise directly support TSCO’s risk oversight (cyber) and digital/omnichannel strategy alignment at the Board level .
• Her compensation mix and ownership framework are aligned with long‑term stewardship, and governance policies (no hedging/pledging; ownership guidelines) reduce misalignment risks .
• No conflicts, related‑party exposure, or attendance concerns were disclosed, supporting investor confidence in Board effectiveness and independence .