Michael Brown
About Michael Brown
Michael Brown (age 53) has served as an independent director of ServiceTitan, Inc. (TTAN) since February 2018. He is a General Partner at Battery Ventures and previously worked in Goldman Sachs’ High Technology Group and Financial Institutions Group. He holds a B.S. in Finance and International Business from Georgetown University. His current board term runs through 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Battery Ventures | General Partner | Joined Dec 1998; ongoing | Leads technology investing; board roles at several private companies |
| Goldman Sachs & Co. | Financial Analyst (Financial Institutions Group); Member (High Technology Group) | 1994–1996; 1996–1998 | Transaction execution and advisory experience |
| National Venture Capital Association (NVCA) | Chair | Jun 2021–Jun 2022 | Industry leadership and policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private technology companies | Director | Ongoing | Serves on boards of several privately held companies (not individually listed) |
Board Governance
- Independence: The board determined Brown is independent under Nasdaq rules; audit and compensation committee members meet enhanced independence standards.
- Committee assignments:
- Audit Committee: Member (Chair is Tim Cabral); committee held 8 meetings in fiscal 2025.
- Compensation Committee: Chair; committee held 4 meetings in fiscal 2025.
- Attendance: The board met 6 times in fiscal 2025; each director attended at least 75% of board and committee meetings except William Hsu, implying Brown met the ≥75% threshold.
- Lead Independent Director: Tim Cabral serves as Lead Independent Director, presiding over independent executive sessions.
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (program terms) | $35,000 per non-employee director | Paid quarterly; prorated for partial service |
| Audit Committee cash (program terms) | Chair $20,000; Member $10,000 | Annual; paid quarterly |
| Compensation Committee cash (program terms) | Chair $15,000; Member $7,500 | Annual; paid quarterly |
| Nominating & Governance cash (program terms) | Chair $8,000; Member $4,000 | Annual; paid quarterly |
| Actual cash paid to Brown (FY2025) | $8,315 | Fees earned under the program for fiscal year ended Jan 31, 2025 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 18, 2025 | 1,891 | Vest in full on Sep 15, 2026, subject to continued board service | Granted under non-employee director program; each RSU delivers one Class A share |
- Director equity program terms: Initial RSU grant of $400,000 for new directors; annual RSUs of $200,000 at each annual meeting (shares determined by standard conversion method), with service-based vesting over one year for annual awards and quarterly vesting over four years for initial awards.
Other Directorships & Interlocks
| Entity | Relationship | Ownership/Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Battery Ventures-affiliated entities | Significant TTAN stockholders | 4,827,441 Class A shares attributed to Battery affiliates (6.3% of Class A) listed under Brown in the beneficial ownership table; Brown may share voting/dispositive power via roles in Battery general partners; Brown disclaims beneficial ownership except to pecuniary interest | Large investor affiliation while serving and chairing the compensation committee; company states compensation committee members had no Item 404 relationship requiring disclosure apart from William Griffith |
Expertise & Qualifications
- Venture capital investor with extensive technology sector experience; GP at Battery Ventures.
- Prior capital markets and tech investment banking experience at Goldman Sachs.
- NVCA chair experience and governance perspective.
- Financial and governance literacy for audit/compensation oversight; board affirms committee members meet required standards.
Equity Ownership
| Holder | Class A Shares | % Class A | Notes |
|---|---|---|---|
| Michael Brown (via Battery-affiliated entities) | 4,827,441 | 6.3% | Listed under “Named Executive Officers and Directors”; disclaims beneficial ownership except to pecuniary interest |
- Anti-hedging/anti-pledging policy: Company prohibits directors from hedging or pledging company securities.
Governance Assessment
-
Strengths:
- Independent status and committee leadership; Brown chairs the compensation committee and serves on the audit committee, both meeting enhanced independence requirements.
- Demonstrated engagement: Board and committee meeting cadence with Brown meeting the ≥75% attendance threshold.
- Formal director compensation program with equity alignment; RSU grants promote long-term orientation.
- Governance policies: clawback (executive incentive comp) and anti-hedging/pledging for directors.
-
Potential conflicts and risk indicators:
- RED FLAG: Investor affiliation. Brown is a Battery Ventures GP while Battery-affiliated entities hold ~6.3% of Class A; he may share voting/dispositive power via GP roles (disclaimed except pecuniary interest). This dual role alongside compensation committee chairmanship warrants monitoring for perceived influence on pay and governance decisions, even though the company reports no Item 404 related-party relationships for compensation committee members (apart from William Griffith).
- Related-party transactions: No Brown-specific related-party transactions disclosed; noted commercial arrangement with DialPad relates to ICONIQ, not Brown.
- Attendance: No low-attendance issue flagged for Brown; exception applied to William Hsu.
-
Implications for investor confidence:
- Brown’s VC background and committee leadership are positives for oversight and strategy. Independence designations mitigate conflict concerns, but Battery’s significant ownership plus Brown’s chair role on compensation merits ongoing scrutiny of pay decisions and peer selection.
Insider Trades (Director-Level)
| Date | Type | Shares/Units | Price | Vesting/Notes |
|---|---|---|---|---|
| Jun 18, 2025 | RSU grant | 1,891 | $0 | Vests in full on Sep 15, 2026; non-employee director program |
| Dec 13, 2024 | Changes in form of ownership via Battery distributions | 365,333 (BV XI-B SF) and 428,474 (BV XI-B) credited | — | Pro rata distributions in kind; reporting reflects changes in form (not purchases/sales) |
Note: Brown often disclaims beneficial ownership for Battery-affiliated holdings except to the extent of his pecuniary interest.
Director Compensation Summary (FY2025)
| Metric | Amount |
|---|---|
| Cash fees earned | $8,315 |
| Stock awards | None reported in FY2025 for Brown (table shows “—”) |
- Program terms indicate ongoing annual RSU awards at the annual meeting; Brown received an RSU grant in June 2025 with full vest in September 2026, consistent with program design.
Compliance & Policies
- Clawback: Financial restatement clawback policy adopted in December 2024 for executive incentive compensation recovery.
- Insider policy: Prohibits hedging and pledging by directors.
- Related party transaction policy: Audit committee reviews and approves/ratifies related party transactions; considers arm’s-length terms and ordinary course factors.
Summary Signals
- Governance quality: Strong on independence, formal committees and policies; Brown’s committee leadership is a positive indicator.
- Alignment: Equity grants to directors (RSUs) support long-term alignment; Brown’s RSU grant and vesting schedule are straightforward.
- Conflicts: Battery affiliation plus compensation chair role is a notable governance sensitivity; however, no specific related-party transactions are disclosed for Brown, and the company asserts committee independence. Monitor pay decisions and peer benchmarking rigor.