Timothy Brown
About Timothy Brown
Independent Class III director at Utz Brands since August 2020; age 62 with legal, accounting, and investment credentials as Founder and CEO of Sageworth. He holds a J.D. from Georgetown University Law Center and a B.S. in Accounting from Penn State, graduating with highest distinction . His current board term runs through the 2026 annual meeting; Utz identifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sageworth (Holdings/Trust Co.) | Founder & CEO | 2001–present | Built multi-disciplinary legal/financial advisory for HNW families |
| Penn State Health | Director | Nov 2018–present | Chaired Finance (Nov 2018–Sep 2023) and Investment Committees (Feb 2019–Sep 2023); member Executive Committee (Jul 2020–Sep 2023) |
| High Holdings Corporation | Vice Chair | Sep 2021–present | Governance of a diversified private industrial/real estate group |
| Chief Executives Organization | Director; Executive Committee member; International Chair | Board since Nov 2016; Exec Comm since Nov 2018; International Chair Nov 2023–Oct 2024 | Global leadership and oversight |
| Columbia Business School Global Family Enterprise Program | Advisory Board | May 2021–present | Advisory support |
| Young Presidents’ Organization (YPO) | Member; prior PA chapter chair roles | Jan 2005–present | Education/finance leadership |
| Community/Non-profit | Founder/Trustee/Officer (S. Dale High Family Business Center, Music for Everyone, PA Academy of Music, Lancaster Alliance, Lancaster Museum of Art, Harb-Adult) | Various | Regional civic engagement |
External Roles
| Organization | Role | Tenure | Public Company? | Notes/Interlocks |
|---|---|---|---|---|
| Penn State Health | Director | Nov 2018–present | No | Health system governance |
| High Holdings Corporation | Vice Chair | Sep 2021–present | No | Private diversified company |
| Chief Executives Organization | Director; Exec Comm | Since 2016/2018 | No | Global executive network |
| Columbia Business School GFE Program | Advisory Board | Since May 2021 | No | Academic advisory |
No other current public-company directorships disclosed .
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Chair is John Altmeyer .
- Independence: Utz reports 10 of 12 directors are independent; Brown is designated independent .
- Attendance: Board met seven times in 2024; all incumbent directors attended at least 75% of meetings; aggregate attendance >95%; committees had ≥95% attendance; Nominating & Governance Committee met four times .
- Engagement: Non-management directors hold executive sessions most meetings; Lead Independent Director is Roger Deromedi .
- Tenure: Director since August 2020; current term expires at 2026 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $87,500 | Paid quarterly in arrears |
| Committee Chair Fees | $0 | Not a committee chair |
| Lead Independent/Chair Retainers | $0 | Not Lead Independent or Board Chair |
| Meeting Fees | None disclosed | Program specifies retainers and equity only |
2024 director cash fees recorded for Brown: $87,500 .
Performance Compensation
| Equity Type | Grant Value (Fair Value) | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU retainer | $134,730 | 7,420 RSUs outstanding as of Dec 29, 2024 | Vests on earlier of one year from grant or next annual meeting | None; time-based RSUs for directors |
Utz ceased stock option grants for long-term incentives beginning in 2023; director equity is RSUs with time-based vesting—no TSR/financial performance conditions for directors .
Other Directorships & Interlocks
| Counterparty | Nature | Detail | Governance Note |
|---|---|---|---|
| Sageworth Trust Company | Related-party services | Provides fiduciary services to Utz Quality Foods, LLC Profit Sharing/401(k) Plan; Utz paid $150,973 in FY2024 | Brown is Sageworth CEO; transactions subject to Related Party policy/Audit Committee review |
| Sageworth Holdings & Utz | Leadership interlock | Utz Chair Dylan Lissette serves on Sageworth Holdings Executive Committee | Heightens perceived interlock; mitigated by independence determinations and RPT policy |
Expertise & Qualifications
- Attorney and accountant; founder-CEO with extensive business, financial, legal, accounting, and investment experience .
- Committee service at major health system (finance and investment chair roles) .
- Academic and executive network advisory roles (Columbia Business School; CEO/YPO) .
Equity Ownership
| Holder | Class A Shares | RSUs vesting within 60 days | % of Class A | Pledging/Hedging | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Timothy Brown | 45,480 shares + 7,420 RSUs vesting within 60 days (total shown 52,900 incl. shares; RSUs 7,420) | 7,420 | <1% (“*”) | No pledges disclosed; Company prohibits hedging/short sales and certain derivatives | Directors required to hold 5× annual retainer; all directors in compliance in FY2024 |
Governance Assessment
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Strengths: Independent director with deep financial/legal expertise; active on Nominating & Governance Committee overseeing ESG; robust attendance with Board/committees exceeding 95%; strong ownership alignment via stock ownership guidelines and hedging prohibitions .
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Concerns/RED FLAGS:
- Related-party transaction: Sageworth Trust provides plan fiduciary services; $150,973 paid in FY2024; Brown’s role as CEO creates potential conflict perception .
- Interlock: Utz Chair Dylan Lissette on Sageworth Holdings Executive Committee—could intensify perceived alignment between Utz and Sageworth .
- Mitigants: Utz’s formal Related Party Transaction policy requiring Audit Committee approval; majority-independent board; Brown not on Audit or Compensation committees; disclosure of independence review .
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Director Compensation Mix: Balanced cash/equity with $87,500 cash retainer and ~$130k RSU grant; no meeting fees; equity time-based only—limited pay-for-performance sensitivity for directors but aligned via required ownership multiples .
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Shareholder signals: Say-on-pay support was ~99% in 2023, indicating broad investor approval of compensation practices (context for board oversight of pay) .
Overall, Brown brings useful fiduciary and investment rigor to Utz’s governance; however, the Sageworth-related services and executive interlock warrant continued scrutiny and clear Audit Committee oversight to maintain investor confidence .