WILLIAM E. BROWN - Corporate Board Profile

CENTRAL GARDEN & PET CO

Filing Date	Source Excerpt
2013-12-27	William E. Brown 72 Chairman of the Board of the Company since 1980. From 1980 to June 2003, Mr. Brown served as Chief Executive Officer of the Company. In October 2007, the Board reappointed Mr. Brown to the additional post of Chief Executive Officer which he held until February 11, 2013. ... SUMMARY COMPENSATION TABLE ... William E. Brown Chairman and former Chief Executive Officer 2013 Salary($) 490,000 Bonus($) 0 StockAwards(1)($) 0 OptionAwards(2)($) 0 All Other Compensation(3)($) 10,813 Total($) 500,813
2014-12-29	William E. Brown 73 Chairman of the Board of the Company since 1980. From 1980 to June 2003, Mr. Brown served as Chief Executive Officer of the Company. In October 2007, the Board reappointed Mr. Brown to the additional post of Chief Executive Officer which he held until February 11, 2013. ... Compensation of Executive Officers ... William E. Brown Chairman and former Chief Executive Officer 2014 Salary ($) 390,000 Bonus ($) 0 Stock Awards ($) 0 Option Awards ($) 0 All Other Compensation ($) 11,707 Total ($) 401,707
2015-12-29	William E. Brown Chairman of the Board of the Company since 1980. From 1980 to June 2003, Mr. Brown served as Chief Executive Officer of the Company. In October 2007, the Board reappointed Mr. Brown to the additional post of Chief Executive Officer which he held until February 11, 2013. ... Compensation of Executive Officers ... William E. Brown 2015 Salary $319,500, All Other Compensation $12,808, Total $332,308.
2016-12-30	William E. Brown 75 Chairman of the Board of the Company since 1980. ... DIRECTOR COMPENSATION TABLE ... William E. Brown FeesEarned or Paid in Cash ($) 176,618 Stock Awards($) 300,021 Total($) 477,842
2017-12-22	William E. Brown(2)(3) 76 Chairman of the Board of the Company since 1980. From 1980 to June 2003, Mr. Brown served as Chief Executive Officer of the Company. ... Investment Committee: members include Brown (Chairman) ... Target Setting Committee: members include Brown. DIRECTOR COMPENSATION TABLE: William E. Brown FeesEarned orPaidin Cash ($) 200,000 AllOtherCompensation ($) 15,535 Total ($) 515,529
2018-12-21	William E. Brown(2) 77 Chairman of the Board of the Company from 1980 until February 2018. Chairman of the Investment Committee of the Board of Directors since inception of the Committee in February 2017. ... DIRECTOR COMPENSATION TABLE: William E. Brown FeesEarned or Paid in Cash($) 0 StockAwards($) 299,986 AllOtherCompensation($) 214,592 Total($) 514,578
2019-12-20	William E. Brown(2)(4) 78 Chairman of the Board of the Company from 1980 until February 2018 and from September 2019 and Chief Executive Officer from 1980 to 2003 and from 2007 until 2013. ... Investment Committee, which was created in February 2017, are Messrs. Brown (Chairman), Colligan, Edwards, Pennington and Ranelli. DIRECTOR COMPENSATION TABLE: William E. Brown Fees Earned or Paid in Cash ($) 200,000 Stock Awards ($) 0 Option Awards ($) 299,989 All Other Compensation ($) 17,041 Total ($) 817,030
2020-12-23	William E. Brown (2)(4) 79 Chairman of the Board of the Company from 1980 until February 2018 and since September 2019 and Chief Executive Officer from 1980 to 2003 and from 2007 until 2013. Mr. Brown founded the Company and has extensive management and leadership experience and a deep knowledge of the lawn and garden and pet supplies industries and the financial and operational issues faced by the Company. The members of the Investment Committee, which was created in February 2017, are Messrs. Brown (Chairman), Edwards, Griffith, Pennington and Ranelli. Our Executive Committee currently consists of Messrs. Brown, Cofer and Pennington. The Compensation Committee approved the compensation package based on a number of factors including the following: The conviction of the members of the Compensation Committee that Mr. Brown was the ideal choice to be the next Chief Executive Officer of the Company. The Committee maintained the same compensation structure for Mr. Brown in fiscal 2017 and 2018, and except as described below in fiscal 2019 and fiscal 2020, in recognition of, among other things, his continuing role as a member of the Board (including as Chairman of the newly formed Investment Committee commencing in February 2018 and as Chairman of the Board of the Company commencing in September 2019, resuming the role which he had played prior to February 2018) and his role as an employee with principal responsibility for major M&A projects. In addition, in August 2020, the Committee made a one-time award to Mr. Brown in the form of non-qualified options to purchase 102,354 shares of Class A common stock, at an exercise price equal to the closing price of the Class A common stock on the date of grant, with vesting at the rate of 25% per year commencing on the first anniversary of the date of grant. This award reflected advice received from Pay Governance, as well as the judgment of the Committee, that the role played by Mr. Brown as an employee, including the very substantial time commitment made by Mr. Brown to ensure the success of the Chief Executive Officer transition and his continuing to lead the Company’s M&A initiative, warranted compensation in addition to Mr. Brown’s regular compensation package. The award also reflected the judgment of the Committee that it would be desirable to provide an additional retention incentive to help assure the continued availability of Mr. Brown to help in future years with other areas of the business in which needs arise and in which he has unique expertise based on his experience as the founder of the Company and its former Chief Executive Officer. The decision of the Committee to utilize options, rather than cash bonus, reflected the Committee’s belief that this award would align Mr. Brown’s economic interests with those of the Company’s other stockholders because the options will only have value to Mr. Brown and be exercised if and to the extent that the Company’s stock price increases in the future thereby creating new value for all stockholders. Members of the Board of Directors who are not employees of the Company received directors’ fees consisting of $60,000 per year and $1,500 for each Board meeting attended in person. The chair of the Compensation Committee receives additional annual retainer fees of $15,000, the chair of the Audit Committee receives additional annual retainer fees of $20,000 and the lead independent director receives an additional retainer fee of $35,000. Directors who are not employees of the Company who attend meetings of any of the Company’s standing committees receive an additional $1,500 for each meeting not held on the same day as a Board meeting. Each non-employee director also receives $500 for participation in each telephonic meeting of the Board of Directors or any committee of less than three hours and $1,000 for participation in meetings of three hours or more. The Company pays non-employee directors $1,500 for each day spent traveling to board and committee meetings, attending subsidiary and division management meetings and conducting plant and facility visits. Mr. Pennington receives similar annual, per meeting and travel fees for his Board service. Under the Nonemployee Director Equity Incentive Plan, on the date of each Annual Meeting of Stockholders, each non-employee director will be granted a number of (i) options to purchase shares of Class A Common Stock determined by dividing $200,000 by the closing price of a share of Class A Common Stock on the date of such meeting and (ii) shares of restricted stock determined by dividing $70,000 (increased from $20,000, such increase effective as of the Annual Meeting) by the closing price of a share of Class A Common Stock on the date of such meeting. Mr. Pennington receives similar awards under the 2003 Equity Incentive Plan. Set forth below is a summary of the compensation earned during fiscal 2020 by the Company’s directors, except Messrs. Cofer and Brown, whose compensation is reported below under Executive Compensation – Compensation of Executive Officers. DIRECTOR COMPENSATION TABLE Name Fees Earned or Paid in Cash ($) Stock Awards(1)(2)($) Option Awards(1)(2)(3)($) All Other Compensation($) Total($) John B. Balousek 147,500 20,022 53,175 — 220,697 Thomas J. Colligan 112,500 20,022 53,175 — 185,697 Michael J. Edwards 110,000 20,022 53,175 — 183,197 Michael J. Griffith 145,500 20,022 53,175 — 218,197 Christopher T. Metz 83,500 20,022 53,175 — 156,697 Brooks M. Pennington 89,500 20,022 53,175 134,230 (4) 297,127 John R. Ranelli 105,000 20,022 53,175 66,250 (5) 250,947 Mary Beth Springer 111,500 20,022 53,175 — 184,697 Brooks M. Pennington III is the Company’s Chairman and Director of Special Projects and receives compensation as an employee in addition to compensation for his Board service. All other compensation for Mr. Pennington includes salary of $118,308, the Company’s matching contributions under the Company’s 401(k) Plan of $3,549 and medical and life insurance premium payments of $12,373. Consulting fees. The Company provides a 401(k) retirement plan and partial matching contributions but does not provide supplemental employee retirement plans or pensions. The Company also provides its executives with benefits such as medical, dental, life and disability insurance and other benefits that are generally available to full time employees. The Company pays for a leased automobile or car allowance for certain named executive officers.
2021-12-27	William E. Brown (2)(4) 80 Chairman of the Board of the Company from 1980 until February 2018 and since September 2019 and Chief Executive Officer from 1980 to 2003 and from 2007 until 2013. Mr. Brown founded the Company and has extensive management and leadership experience and a deep knowledge of the lawn and garden and pet supplies industries and the financial and operational issues faced by the Company. The members of the Investment Committee, which was created in February 2017, are Messrs. Brown (Chairman), Edwards, Griffith, Pennington and Ranelli and Ms. Chun. Our Executive Committee currently consists of Messrs. Brown, Cofer and Pennington. The Executive Committee has all the powers of the Board except those powers reserved by law to the full Board or as limited by the Executive Committee Charter. The Executive Committee did not meet in fiscal 2021. Members of the Board of Directors who are not employees of the Company received directors’ fees consisting of $60,000 per year and $1,500 for each Board meeting attended in person. The chair of the Compensation Committee receives additional annual retainer fees of $15,000, the chair of the Audit Committee receives additional retainer fees of $20,000 and the lead independent director receives an additional retainer fee of $35,000. Directors who are not employees of the Company who attend meetings of any of the Company’s standing committees receive an additional $1,500 for each meeting not held on the same day as a Board meeting. Each non-employee director also receives $500 for participation in each telephonic meeting of the Board of Directors or any committee of less than three hours and $1,000 for participation in meetings of three hours or more. The Company pays non-employee directors $1,500 for each day spent traveling to board and committee meetings, attending subsidiary and division management meetings and conducting plant and facility visits. Mr. Pennington receives similar annual, per meeting and travel fees for his Board service. Under the Nonemployee Director Equity Incentive Plan, on the date of each Annual Meeting of Shareholders, each non-employee director will be granted a number of (i) options to purchase shares of Class A Common Stock determined by dividing $200,000 by the closing price of a share of Class A Common Stock on the date of such meeting and (ii) shares of restricted stock determined by dividing $70,000 by the closing price of a share of Class A Common Stock on the date of such meeting. Mr. Pennington receives similar awards under the 2003 Equity Incentive Plan. Mr. Brown does not receive the standard compensation provided by the Company to its non-employee directors. Instead, Mr. Brown receives compensation as an employee for all the services he provides to the Company. In February 2021, the Committee increased Mr. Brown’s annual salary to $267,000 and approved a corresponding increase in the value of his annual equity grant to $400,000 in recognition of his increased time commitment and the absence of salary increases during the prior five years. Total compensation for Mr. Brown in 2021 was $678,125.
2022-12-28	William E. Brown (2)(4) 81 Chairman of the Board of the Company from 1980 until February 2018 and since September 2019 and Chief Executive Officer from 1980 to 2003 and from 2007 until 2013. Mr. Brown founded the Company and has extensive management and leadership experience and a deep knowledge of the lawn and garden and pet supplies industries and the financial and operational issues faced by the Company.
2023-12-28	William E. Brown is Chairman of the Board of the Company from 1980 until February 2018 and since September 2019. He is also a part-time employee and received compensation as an employee in lieu of compensation for his Board service. His total compensation for 2023 was $784,205.
2024-12-30	William E. Brown, 83, has served as Director since 1980. Mr. Brown has been Chairman of the Board of the Company since September 2019 and previously served as Chairman from 1980 until February 2018. He was Chief Executive Officer from 1980 to 2003 and from 2007 until 2013. Mr. Brown's compensation is reported under Executive Compensation – Compensation of Executive Officers. In fiscal 2024, Mr. Brown's compensation remained unchanged from the prior year, with a base salary of $300,000 and an annual equity grant valued at $444,592. Total compensation reported is $770,951.