Shannon A. Brown
UNIVERSAL INSURANCE HOLDINGSAbout Shannon A. Brown
Shannon A. Brown, age 68, has served as an independent director of Universal Insurance Holdings, Inc. since 2022. He retired from FedEx Corporation in November 2022 after a distinguished career culminating as Senior Vice President, Eastern Division U.S. Operations and Chief Diversity Officer; previously he was Senior Vice President and Chief Human Resources & Diversity Officer (2008–2018) and held multiple leadership roles at FedEx. Brown brings extensive operational and human resources expertise; he has served on the board of Cadance Bank (NYSE: CADE) since 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Senior Vice President, Eastern Division U.S. Operations and Chief Diversity Officer | Retired Nov 2022 (start date not disclosed) | Executive leadership in operations and diversity; recognized as an iconic executive at FedEx |
| FedEx Corporation | Senior Vice President and Chief Human Resources & Diversity Officer | 2008–2018 | Led HR and diversity; broad leadership experience |
| FedEx Corporation | Various leadership positions | Prior to 2008 (specific roles not detailed) | Progressive leadership trajectory |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cadance Bank (NYSE: CADE) | Director | Since 2016 | Not disclosed in UVE proxy |
Board Governance
- Independence: Identified as an independent director (I) .
- Committee assignments: Member, Compensation Committee and Audit Committee (not a chair) . Audit Committee members meet SEC and NYSE independence requirements .
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings and were present at the 2024 Annual Meeting .
- Committee activity (2024 meeting cadence):
- Audit Committee: 6 meetings
- Compensation Committee: 3 meetings
- Nominating & Governance: 8 meetings (context)
- Investment: 3 meetings (context)
- Risk: 4 meetings (context)
- Audit Committee financial expert designation: The Board designated Richard D. Peterson and Ozzie A. Schindler as “audit committee financial experts”; Brown is not designated as an ACF expert .
- Compensation oversight signal: As a Compensation Committee member, Brown was part of the committee that recommended inclusion of CD&A; 2024 Say-on-Pay received ~95% approval, a positive governance signal .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Independent directors |
| Additional chair retainer – Compensation, Investment, Nominating & Governance, Risk | $15,000 | For chairs only; Brown is not a chair |
| Additional chair retainer – Audit; Lead Independent Director | $20,000 | For chairs/Lead Director only; Brown is not a chair |
| 2024 Director Compensation (Brown) | Amount | Detail |
|---|---|---|
| Fees Paid in Cash | $85,000 | 2024 fiscal year |
| Stock Awards (Grant-date fair value) | $65,002 | Restricted stock; 3,491 shares; FASB ASC 718 |
| All Other Compensation | $0 | — |
| Total | $150,002 | — |
Performance Compensation
| Equity Vehicle | Grant Value | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (non-employee director annual grant) | $65,000 policy; $65,002 actual for 2024 | 3,491 shares | 100% cliff vest one year after grant date; dividends, if any, accrue until delivery | None disclosed (time-based vesting) |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Cadance Bank (NYSE: CADE) | Public company board | External directorship | Current since 2016 |
- Related-party transactions: UVE disclosed related-party employment involving other directors’ family members; no transactions disclosed involving Brown or entities associated with him .
Expertise & Qualifications
- Operational leadership: Senior operations oversight at FedEx’s Eastern Division .
- Human capital & diversity: Senior HR and Chief Diversity Officer experience .
- Board experience: Multi-year public company board service (Cadance Bank) .
- Board role fit: Governance skills aligned with Compensation and Audit oversight; independence affirmed by SEC/NYSE standards for Audit membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Shannon A. Brown | 7,496 | * (below 1.0%) | Includes 3,491 time-vested restricted stock awards |
- Stock ownership guidelines: Non-employee directors expected to own ≥3x the annual cash retainer within five years of joining; directors may not hedge, short, trade on margin, or pledge UVE shares .
Governance Assessment
-
Strengths
- Independent director with deep HR/operations expertise; appropriate committee placement (Compensation, Audit) supports board effectiveness .
- High shareholder support for executive pay (~95% Say-on-Pay in 2024), positive for Compensation Committee credibility .
- Regular committee cadence (Audit 6; Compensation 3 meetings in 2024) and board-wide attendance commitments; all directors ≥75% attendance and present at the 2024 Annual Meeting .
- Ownership alignment reinforced by director annual equity grant and stock ownership guidelines; prohibitions on hedging/pledging reduce alignment risk .
-
Watch items
- Audit Committee financial expert designation resides with Peterson and Schindler; Brown’s oversight relies on experience rather than ACF expert credential .
- External board at Cadance Bank: while no related-party transactions are disclosed, monitor banking relationships or services to UVE for potential interlocks or conflicts in future periods .
-
Red flags
- None specific to Brown disclosed; company-level related-party employment involves other directors’ family members (not Brown), which is a governance sensitivity area managed through approval by a disinterested board majority .