When Brown-Forman stockholders gathered in July at the whiskey giant’s Georgian Revival headquarters west of downtown, the outcome of a crucial vote — re-electing 12 directors to the governing board — was anything but a surprise.
This has been the founding Brown family’s company for nearly 150 years. Six of the directors were Browns, including board Chairman George Garvin Brown IV — a great-great grandson of the founder — and the rest were unquestionably family loyalists.
Stockholders outside the family knew what Brown-Forman has disclosed for years in an annual statement soliciting their votes: 13 individual Browns and family groups hold 67% of all the voting shares in “a variety of family trusts and entities, with multiple family members often sharing voting control and investment power.”
Much less has been known about the scope of those entities, leaving more than 5,600 other stockholders in the dark about exactly how the Browns divvy up nearly $6 billion in shares among a core group of relatives.
But now, documents filed by the Browns with the Securities and Exchange Commission detail how complex their ownership has grown since the pharmaceuticals salesman George Garvin Brown founded the company in 1870. They shed light on how the Browns have deployed extensive trust accounts, business partnerships, and other legal vehicles to pass down Brown-Forman stock through six generations. That’s an exceptional legacy in American business: Just 12% of family-owned companies survive into the third generation, and a slim 3% survive to the fourth and beyond.
The documents also point to a network of boutique consulting firms and other white-shoe professionals advising the city’s wealthiest families on everything from investments to taxes and charitable giving, hiring housekeepers and gardeners — even organizing vacation travel and family gatherings. Paid tens of thousands of dollars a year in fees, the firms are the backbone of a larger, multibillion-dollar economy serving the area’s uber-rich.
George Garvin BrownIV, a great-great grandson of the young pharmaceuticals salesman who started Brown-Forman in 1870, stepped onto a dais at the whiskey giant’s annual stockholders meeting today, and told an amusing story about a subject that might otherwise have been deadly dull: brand loyalty.
It was 9:30 a.m., and several hundred stockholders had assembled in a conference room at the white-collanaded headquarters on Dixie Highway west of downtown. On a classically muggy Louisville summer morning, this was a dressy crowd. Many of the men wore dark suits, crisp white shirts, and boarding school repp ties. Women wore tailored dresses, or smart skirts paired with jackets, and an occasional pearl necklace. People were tan and slim and — in the case of the many Browns there — very, very rich.
This was a business event, but it felt as much like a family reunion, too — because, after all, a core group of Browns control the company through an equity stake worth well north of $6 billion. Garvin Brown, who is 47 and lives mostly in London, was running the meeting as chairman of the board. Seated nearby in Chippendale-style chairs facing the audience were the other 11 directors up for re-election.
This is the story Brown told. He was on a flight from London to Warsaw for a meeting with the Brown-Forman team responsible for the company’s growing business in Poland. Brown had lucked out, scoring one of his favorite seats — aisle, in a roomy exit row — with two empty ones between him and the window. Then a British man, one of the many harried road warriors aboard, arrived to take the window seat. He asked for a Jack Daniel’s, Brown-Forman’s most profitable brand, when the flight attendant rolled the snack cart down the aisle. Here, Brown’s ears perked up.
But the airline was all out. Would the Brit settle for another brand of whiskey, the attendant asked, perhaps a Johnnie Walker? Nope, he replied, and asked for a glass of champagne instead. As Brown pointed out to the audience, here was a man so loyal to Jack Daniel’s, he’d sooner drink airline champagne than just any other whiskey.
That’s how Brown eased the stockholders into a more formal presentation by CEO Paul Varga, who deployed many bar charts and fever graphs showing return on shareholder equity over one year, five years, and 20 years — important stuff, to be sure, but not quite as compelling as Brown’s literally on-the-fly market research.
Brown-Forman chief executive Paul Varga‘s fiscal 2016 pay was down from $11 million the year before and $12.3 million two years prior, the company disclosed in its annual shareholders proxy report.
Compensation for the other four highest-paid executives was mixed vs. the year before, according to the report, which the Louisville whiskey distilling giant filed with the Securities and Exchange Commission late this afternoon.
The figures appear on Page 40, and cover the year ended April 30. In addition to Varga, they include CFO Jane Morreau; Mark McCallum, president of the marquee Jack Daniel’s brand; Jill Jones, executive vice president over North America and Latin America regions, and General Counsel Matthew Hamel.
Chairman George Garvin Brown IV got paid non-equity incentive compensation of $531,787 plus a small salary of $38,750. (“Non-equity incentive compensation” sounds like a cash bonus, but for some reason, Brown-Forman doesn’t use that term.)
In fiscal 2015, Brown’s non-equity incentive pay was much less: $281,845, according to last year’s proxy report. But that year he was still working as an executive vice president in addition to his chairman’s duties. For his EVP work, he was paid $320,427. He left that job a year ago today.
The company also said it incurred $18,359 for certain expenses associated with Brown’s living abroad, and other employee benefits provided to him. The proxy report doesn’t say where Brown, 47, was living at the time. (London, it appears, based on this Globe and Mail story last year.)
The Browns are firmly in charge
The Brown family controls Brown-Forman through their enormous stock portfolio, preserved through multiple generations — at least four — that followed George Garvin Brown, a pharmaceuticals salesman who started the company in Louisville in 1870. At current market prices, the family’s holdings are worth at least $6 billion — but in reality, much more.
The holdings are divided between the company’s two classes of stock: “A” shares, which carry voting rights, and non-voting “B” shares. Both classes trade on public markets, although for different prices. The family owns at least 67% of the A shares, according to the proxy report.
Chairman Brown and his brother, Campbell Brown — who’s also a senior executive at the company — hold one of the family’s single-biggest stakes: 6.8 million class A shares, through an entity called the G. Garvin Brown III Family Group. At today’s closing price of $105.48, those shares are worth $718 million.
Campbell, 48, has been president and managing director of Old Forester, the company’s founding bourbon brand, since 2015.
Keeping business in the family
Another big stockholder is Laura Lee Brown, who with her husband Steve Wilson, founded the trendy 21c Museum Hotel chain in Louisville. She owns 2.2 million class A shares outright, worth $233 million at current prices.
In the proxy report, Brown-Forman said it did business with the couple, as it has in previous years. It includes developing historic Whiskey Row on Main Street into a complex of new lofts, retail and restaurant space to be called 111 Whiskey Row. The company paid $900,000 to a company controlled by the couple: Brown Wilson Development, according to the proxy report.
Brown-Forman also paid the couple $267,395 for rooms, meals and other entertainment at their 21c hotel and its Proof on Main restaurant. It also paid them another $250,440 for leases on parking spaces in a garage they own adjoining Brown-Forman’s downtown offices.
Unraveling founding family’s wealth
Valuing the Brown family’s total stock holdings is difficult. Individual members own shares outright. They also have partial, beneficial ownership through family partnerships and legal entities. Because they overlap with other family members, it’s hard to assign a value to them.
However, counting each share just once among family members owning more than 5% of all outstanding shares, their combined total is about 57 million, worth $6 billion. But that only covers shares held by the single-biggest owners who, under Securities and Exchange Commission rules, are required to disclose holdings exceeding 5%. There may be other Browns sitting on multimillion-dollar positions, undisclosed because they don’t meet the 5% threshold.
And that’s only counting the class A shares. The Browns own several million non-voting B shares, too. Determining exactly how many is tricky, but tables and footnotes in the proxy report offer clues.
For example, Garvin Brown IV and his brother Campbell together own 1.3 million Class B shares outright; at today’s closing price of $97.90, they’re worth another $125 million. Adding that to their A shares, the brothers own $843 million in stock.
Sandra Frazier, who just cycled off the board of directors, owns 373,376 B shares plus 1.4 million A shares. They’re worth a total $185 million. Frazier, 44, is CEO of Tandem Public Relations in Louisville, which she founded in 2005. She’s also a member of the board of directors at Glenview Trust Co., a boutique wealth management company that serves 500 of the richest families in the area.
Her first cousin, Laura Frazier, joined the Brown-Forman board when Sandra left. Laura owns 239,829 B shares and 225,433 A shares. Combined, they’re worth $47.3 million. In addition to being a director, Laura, 58, owns Bittners, the high end furniture and decorating company in NuLu.
A news summary, focused on big employers; updated 7:40 p.m.
BROWN-FORMAN shifted its 13-member board of directors, electing Campbell Brown, Marshall Farrer, and Laura Frazier, effective today. The company also announced a regular quarterly dividend, and a special two-for-one stock split for both voting Class A and non-voting Class B shares. The split shares are expected to be issued to stockholders of record around Aug. 8, and distributed about Aug. 18 (press release). This is the 12th split since shares were first listed in 1933 after Prohibition’s repeal; the most recent was a three-for-two in July 2012. (Dividend history.)
The three new directors are all fifth-generation descendants of George Garvin Brown, who founded the distiller in 1870. “This election continues a multi-year evolution of Brown family representation on the board,” the company said. “As part of this process, Martin S. Brown Jr., Sandra Frazier, and management director James Welch Jr. — who’s retiring as vice chairman on Tuesday — have elected not to stand for re-election at the annual stockholders’ meeting in July” (press release also includes bios of new directors). Brown-Forman said the directors’ decision to exit the board wasn’t due to a disagreement with the company (SEC filing).
The company didn’t disclose the new directors’ ages; those retiring are in their 40s and 50s. (Executive and board profiles.) Today’s moves were not unexpected; the Brown descendants effectively control the company through their ownership of more than 50% of the Class A voting stock, and have historically voted as a bloc (2015 proxy report). Of particular note, Laura Frazier is owner, chairman, and past-CEO of Bittners, the more than 160-year-old high-end interior design firm on East Main Street in NuLu. At the end of trading today, Class A shares closed at $104.21, down 25 cents.
KINDRED just filed a raft of documents disclosing stock awards to members of the board of directors (SEC filings; look for all Forms 4 on today’s date). Also, the hospital and nursing home giant disclosed the breakdown of yesterday’s shareholder vote tallies at the annual company meeting; no surprises (SEC filing). Yesterday, Kindred had only reported that stockholders approved the executive compensation plan, and re-elected the full slate of 11 directors to the governing board — but without providing details.
KFC Canada says a much-loved, one-of-only-two-left, all-you-can-eat buffet-style restaurant in Weyburn, Saskatchewan, won’t be shut down after all — yet, anyway. Residents had taken to social media this week when rumors circulated the buffet was a goner. A sit-in was planned for yesterday. Even high government officials got involved: Saskatchewan Premier Brad Wall took to Twitter (see below) on Tuesday, asking Yum to reconsider. The Weyburn KFC buffet was the first to open among the Canadian franchises in 1988; there’s now just one other left, in Saskatchewan’s Humbodlt (Global News).
Elsewhere in KFC land, actress Ann Hathaway jokingly compared comedian James Corden to a 16-piece you-know-what during a rap battle on The Late Late Show last night. “You look like a KFC bucket with a lot of extra breasts,” she said (Express).
UPS and its 2,500-member Independent Pilots Association union are making progress on bargaining a new contract (Courier-Journal). The pilots have been working under the terms of their previous contract for five years, and the union late last month set up a strike center here in Louisville.
GE: Qingdao Haier Co. has launched India’s first 44-lb. capacity washing machine. The Chinese company’s pending $5.4 billion purchase of Appliance Park is expected to close this summer (Newkerala and Courier-Journal).
In other news, the University of Louisville Foundation paid President James Ramsey $2.8 million in 2014, according to its newly disclosed IRS tax return (WDRB). The return “appears to belie Ramsey’s claim last year that his compensation in 2013 was an anomaly” (Courier-Journal). The disclosure came one day after a published report that the foundation lagged many other Kentucky school foundations in annual investment performance.
Finally, Louisville Magazine has released the finalists in its annual Best of Louisville awards for businesses and individuals (Louisville).
News about business and culture in Louisville, Ky.