Jeffrey Brown
About Jeffrey Brown
Independent Chairman of the Board of Upbound Group, Inc. (UPBD); age 64; director since 2017. Brown is the CEO and founding member of Brown Equity Partners (since 2007) and previously a founding partner at Forrest Binkley & Brown (1993–2007), with earlier roles at Hughes Aircraft, Morgan Stanley, Security Pacific Capital, and Bank of America . He is designated independent under Nasdaq rules and serves as Audit & Risk Committee chair at UPBD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Equity Partners, LLC | Chief Executive Officer; Founding Member | 2007–present | Capital provider; oversight and board service background |
| Forrest Binkley & Brown | Founding Partner; Primary deal originator | 1993–2007 | Venture capital/private equity leadership |
| Hughes Aircraft; Morgan Stanley; Security Pacific Capital; Bank of America | Various roles | — | Finance/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medifast, Inc. | Lead Director; Audit Committee Chair; Executive Committee member | Since June 2015 | Financial oversight; governance leadership |
| Cadiz, Inc.; Golden State Vintners, Inc.; Nordion, Inc.; Outerwall, Inc.; Stamps.com, Inc. | Director (prior) | — | Public company board experience (prior service) |
Board Governance
- Structure and independence: UPBD separates Chair and CEO; Brown serves as independent Chairman supporting board independence and agenda-setting with management .
- Committee roles: Audit & Risk (Chair); other standing committees include Compensation, Nominating & Corporate Governance, and Cybersecurity, Technology & Innovation (formed Dec 4, 2024) .
- Audit expertise: Board designated Brown an “audit committee financial expert” under SEC rules .
- Attendance: In 2024 the Board met 8 times; all directors attended >75% of aggregate board and applicable committee meetings; independent directors hold executive sessions at each regular in-person quarterly meeting .
- CEO succession: Board/Nominating Committee executed an internal CEO succession appointing Fahmi Karam effective June 1, 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $85,000 | Increased from $77,500 in 2023 |
| Chairman of the Board retainer | $200,000 | Increased from $175,000 in 2023 |
| Audit & Risk Committee – Chair | $27,500 | Per 2024 retainers |
| Audit & Risk Committee – Member | $15,000 | Per 2024 retainers |
| Compensation Committee – Chair | $25,000 | Per 2024 retainers |
| Compensation Committee – Member | $10,500 | Per 2024 retainers |
| Nominating & Corporate Governance – Chair | $20,000 | Per 2024 retainers |
| Nominating & Corporate Governance – Member | $10,000 | Per 2024 retainers |
| Cybersecurity, Tech & Innovation – Chair | $20,000 | Formed Dec 4, 2024 (pro-rata 2024) |
| Cybersecurity, Tech & Innovation – Member | $10,000 | Formed Dec 4, 2024 (pro-rata 2024) |
| Annual DSU award (non-employee directors) | $145,000 | Fully vested DSUs; increased vs $132,500 in 2023; retained for 2025 |
Director-specific 2024 compensation (Jeffrey Brown):
- Total: $700,025; composed of DSUs grant-date fair value $612,319 and dividend equivalents $87,706; Brown elected to defer cash fees into DSUs (no cash fees paid) .
- 2024 DSU share counts: 4,268 DSUs annual award (Jan 2024) plus 14,458 DSUs in lieu of quarterly cash retainers/dividends for Q4’23–Q3’24 .
Performance Compensation
| Program element | Metric/Structure | Vesting/Terms |
|---|---|---|
| Director equity | DSUs; no performance metrics | Fully vested at grant; shares delivered upon board departure; dividend equivalents payable; no voting rights |
| Deferral match | 25% company match on deferrals of cash retainers and DSU dividends into DSUs | Quarterly issuance based on prior-day closing price |
| Options/PSUs for directors | None disclosed | No options granted to directors; DSUs only |
No director-specific performance goals (e.g., financial or ESG targets) are tied to Brown’s compensation; DSUs are time-based and fully vested at award .
Other Directorships & Interlocks
| Company | Relationship to UPBD | Notes |
|---|---|---|
| Medifast, Inc. | No disclosed related-party ties to UPBD | Brown is Lead Director; Audit Chair; Exec Committee member |
| Prior public company boards (Cadiz, Golden State Vintners, Nordion, Outerwall, Stamps.com) | No disclosed interlocks | Historical service only |
| Compensation Committee interlocks | None involving Brown | Committee interlocks disclosed; Brown is not on Comp Committee |
Expertise & Qualifications
- Financial oversight and audit expertise; designated audit committee financial expert .
- 35+ years investment and transactional experience; served on 50+ boards including 10 public companies .
- Governance leadership as independent Chairman with separation from management .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| Jeffrey Brown | 215,070 | <1% | Includes 128,690 DSUs; DSUs count toward director ownership guideline; shares issued upon board departure |
| Shares outstanding (record date) | 57,825,534 | — | As of April 8, 2025 |
| Shares underlying RSUs/PSUs/options within 60 days | — | — | No RSUs/PSUs/options within 60 days for named officers listed; DSU-based for directors |
Ownership alignment policies:
- Director stock ownership guideline: hold ≥$400,000 in UPBD common stock by the later of Dec 1, 2025 or 5 years from appointment; DSUs and unvested time-based RSUs count; directors must retain 100% of equity compensation until departure .
- Hedging/pledging restrictions: hedging/derivative transactions prohibited; margin accounts and pledging prohibited unless treated as non-marginable by brokerage; enhances alignment and risk control .
- Section 16 compliance: Company states all required ownership reports for 2024 were timely filed .
Governance Assessment
- Board effectiveness: Independent Chair separation; Brown’s audit expertise and chair role support robust financial oversight; audit firm rotation to Deloitte in 2025 followed a formal review; no disagreements with prior auditor (E&Y) — positive governance process .
- Independence & conflicts: Board determined Brown independent; no related-person transactions reportable since Jan 1, 2024 — low conflict risk .
- Engagement & attendance: >75% meeting attendance; executive sessions each quarterly meeting; investor outreach covering ~70% of holders; strong say-on-pay approvals (98% in 2024) indicate shareholder support for governance/compensation framework .
- Compensation alignment: Brown deferred cash fees into DSUs and receives a substantial equity component, reinforcing alignment; program uses independent consultant (Korn Ferry) and retained 2025 structure after review — disciplined oversight .
RED FLAGS
- None disclosed specific to Brown: no related-party transactions, no hedging/pledging, no director performance pay anomalies, no Section 16 issues .
ADDITIONAL REFERENCE
- Committees/membership counts (2024): Audit & Risk (8 meetings); Compensation (6); Nominating & Corporate Governance (5); Cybersecurity, Technology & Innovation (formed Dec 4, 2024; 0 meetings in 2024) .
- Director compensation mechanics: DSUs fully vested; dividends as cash equivalents; quarterly matching on deferrals (25%) .
- Board nomination and independence determination process documented; majority voting standard in non-contested elections; annual elections for all directors .