Jeremy J. Shepherd
About Jeremy J. Shepherd
Executive Vice President and Chief Marketing Officer (since Jan 2025). Age 50. Career progression includes leading USA & Canada (2022–Jan 2025) and prior leadership roles in UK & Ireland and U.S. field divisions; at Brown-Forman since at least 2014 per disclosed roles . Company performance context: FY2025 reported net sales −5%, reported operating income −22%, and diluted EPS −14% (driven primarily by absence of divested brands); underlying net sales −2% and underlying operating income −3% as used for incentives; ROIC 14.4%; 1-year TSR −26%, 3-year −19% (Class B) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brown-Forman | EVP, Chief Marketing Officer | Jan 2025–present | Leads global marketing across portfolio; appointed amid 2025 restructuring to accelerate brand growth . |
| Brown-Forman | EVP/SVP, President USA & Canada | Jul 2022–Jan 2025 | Led largest commercial region (USA & Canada) . |
| Brown-Forman | VP/GM, United Kingdom & Ireland | Jan 2018–Jul 2022 | Country P&L leadership in UK & Ireland . |
| Brown-Forman | VP Director, Midwest Division (U.S.) | May 2015–Dec 2017 | Regional commercial leadership . |
| Brown-Forman | Portfolio Integration Director | Sep 2014–May 2015 | Integration leadership during portfolio initiatives . |
External Roles
No public company directorships or external board roles disclosed for Shepherd in BF-A’s 10-K/Proxy .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Salary + holiday bonus | $529,183 |
| All other compensation (total) | $49,091 (401k match $18,081; life insurance $2,007; car allowance $14,400; other $14,603, incl. $9,481 personal security related to Jan-2025 restructuring) |
| Change in pension value | $220,933 (Qualified $64,117; Non-Qualified $156,816) |
| Pension present value at 4/30/2025 | Qualified $357,729; Non-Qualified SERP $354,539 |
Performance Compensation
Short-Term Incentive (STI) — FY2025 design and outcome
- Structure: 80% Company results (50% underlying net sales growth; 50% underlying operating income growth); 20% individual performance; payout range 0–200% of target .
- Company goals calibration and actuals:
- Underlying Net Sales growth YoY: Threshold −3% (0% payout), Target +2% (100%), Max +7% (200%); Actual −2% → 14% payout on this half .
- Underlying Operating Income growth YoY: Threshold −3% (0%), Target +4% (100%), Max +11% (200%); Actual −3% → 0% payout on this half .
- Company portion result: 7% of target (weighted blend) .
- Individual performance: Committee awarded same percentage to all NEOs due to mid-year restructuring and role changes (“Building Better”), avoiding distinctions based on original IPOs .
| STI metrics and results (FY2025) | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Underlying Net Sales growth | 40% | −3% (0%) | +2% (100%) | +7% (200%) | −2% | 14% of target half |
| Underlying Operating Income growth | 40% | −3% (0%) | +4% (100%) | +11% (200%) | −3% | 0% of target half |
| Individual performance | 20% | — | — | — | Committee-equalized | Committee-equalized |
| Jeremy J. Shepherd STI (FY2025) | Amount |
|---|---|
| Target opportunity | $333,219 |
| Actual paid | $105,298 |
Long-Term Incentives (LTI)
-
PBRSUs (Performance-Based RSUs)
- Design: 3-year performance; 50% relative TSR vs S&P 500 Consumer Staples; 50% relative adjusted operating income CAGR vs same index; payout 50–150% of target; awarded annually (target $ value converted to units at grant); 2025 grants expected to vest around June 1, 2027 upon certification .
- Jeremy’s FY2025 grant: Target $450,068 .
- FY2023–2025 cycle payout (all NEOs): 50% of target based on TSR percentile outcome; shares issued June 2, 2025; Jeremy received 920 Class A shares for this cycle .
-
SSARs (Stock-Settled Stock Appreciation Rights)
- Design: Class B SSARs; number granted = award value / Black-Scholes ($12.90 at 7/25/2024); become exercisable on May 1, 2027; expiration April 30, 2034; strike equal to grant-date close ($45.07 for FY2025 awards) .
- Jeremy’s FY2025 grant: 17,441 SSARs @ $45.07; exercisable 5/1/2027; expire 4/30/2034 .
| LTI element | FY2025 Jeremy award | Key terms |
|---|---|---|
| PBRSU target (FY2025–2027) | $450,068 | 50% relative TSR; 50% relative adj. OI CAGR; 50–150% payout; vest ~Jun 1, 2027 on certification |
| SSARs (Class B) | 17,441 units | Strike $45.07; exercisable 5/1/2027; expire 4/30/2034; value only if stock > strike |
Legacy Long-Term Cash (LTC)
- Final cash cycle (FY2023–2025) paid at 137% based on relative underlying net sales and operating income; Jeremy received $173,181 .
Equity Ownership & Alignment
| Ownership (as of 4/30/2025 unless noted) | Detail |
|---|---|
| Beneficial ownership | 12,905 Class B shares (no Class A) |
| Vested PBRSUs issued 6/2/2025 | 920 Class A shares (FY2023–2025 cycle payout) |
| Outstanding SSARs (exercisable) | 895 @ $53.88 (2019); 682 @ $68.24 (2020); 2,055 @ $70.24 (2021) |
| Outstanding SSARs (unexercisable) | 6,114 @ $73.61 (2022); 8,429 @ $69.87 (2023); 17,441 @ $45.07 (2024 grant year) |
| Unvested/unearned PBRSUs | 5,148 (2023 grant); 10,411 (2024 grant) |
| In-the-money value of SSARs | $0 at 4/30/2025 close ($34.84) vs strikes ≥ $45.07–$73.61; all underwater |
| Shares pledged | None disclosed for Shepherd (pledging footnotes apply to other individuals) |
| Ownership % of Class B | ~0.004% = 12,905 / 303,539,962 (calc. from disclosed shares outstanding) |
| Executive stock ownership guidelines | None for employees (no exec ownership guidelines); directors have 5× retainer DSU guideline |
| Hedging/shorting policy | Hedging, derivatives, and short sales prohibited; insider trading policy in place |
Employment Terms
- Employment agreements and severance: No employment agreements with NEOs; no formal severance plan; company may enter consulting agreements with retiring executives as needed .
- Clawback: SEC Rule 10D-compliant mandatory recovery policy for erroneously awarded incentive comp (3-year lookback), plus broader 2013 recoupment policy (up to 6-year lookback in cases of fraud/misconduct) .
- Change-in-control (CIC) treatment: Incentive cycles continue; options/SSARs become immediately vested but remain exercisable per original schedule; if terminated without cause or constructively discharged within 1 year post-CIC, all outstanding awards vest, restrictions lapse, and cash awards paid at target, pro-rated through termination (double-trigger for full acceleration/payout) .
- Deferred compensation: Executive Savings Plan (ESP) registrant contributions for Shepherd $43,306 in FY2025; aggregate ESP balance $505,346 as of FYE; plan allows pre-tax deferrals and company true-up match for 401(k) limits .
Potential Payments (Illustrative at 4/30/2025)
| Scenario (Jeremy J. Shepherd) | Holiday bonus | STI | LTC | PBRSUs | SSARs | Death benefit | Total |
|---|---|---|---|---|---|---|---|
| Involuntary not for cause | $9,122 | $105,298 | $173,181 | $572,733 | — | — | $860,334 |
| Retirement | $9,122 | $105,298 | $173,181 | $572,733 | — | — | $860,334 |
| Death | $9,122 | $333,219 | $126,409 | $601,563 | — | $1,650,000 | $2,720,313 |
| Termination upon CIC | $9,122 | $333,219 | $126,409 | $601,563 | — | — | $1,070,313 |
Notes: PBRSUs in retirement/involuntary scenarios remain outstanding and pay based on actual performance; in death/CIC scenarios, paid at target; SSARs value shown as “—” reflects methodology based on intrinsic value at 4/30/2025 (underwater at $34.84 close) .
Performance Compensation Details (Design Specifics)
| Plan | Metric | Weight | Measurement | Payout scale |
|---|---|---|---|---|
| STI (Company) | Underlying net sales growth | 40% | Absolute, depletion-based; FX/divestiture/other adjusted | −3% (0%), +2% (100%), +7% (200%) |
| STI (Company) | Underlying operating income growth | 40% | Absolute, FX/divestiture/other adjusted | −3% (0%), +4% (100%), +11% (200%) |
| STI (Individual) | IPOs | 20% | Qualitative/quantitative; equalized in FY2025 due to restructure | Committee-determined |
| PBRSU | Relative TSR vs S&P 500 Consumer Staples | 50% | 3-year cumulative TSR; 60-day avg at start/end | 30th pct=50%; 55th=100%; 80th=150% |
| PBRSU | Relative adjusted operating income CAGR vs Index | 50% | 3-year CAGR vs index | 30th pct=50%; 55th=100%; 80th=150% |
| SSARs | Stock appreciation | 100% | Class B appreciation over strike | 7-year exercise window after vesting |
Equity Overhang, Vesting and Selling Pressure Indicators
- Near-term SSAR exercises are unlikely given all outstanding strikes ≥ $45.07 vs $34.84 close on 4/30/2025 (no intrinsic value) .
- Upcoming potential deliveries:
- PBRSU vesting windows: FY2023 grants (~Jun 2026) and FY2025 grants (~Jun 2027), subject to performance (50–150% of target) .
- SSARs granted in FY2025 become exercisable on May 1, 2027; expiration April 30, 2034 .
- No pledged shares disclosed for Shepherd; hedging prohibited, mitigating alignment risk from derivatives .
Compensation Governance, Peer Group, Say-on-Pay (context)
- Benchmarking vs 21-company Compensation Comparator Group (e.g., Constellation Brands, Diageo, Pernod Ricard, Molson Coors, Monster, etc.); target pay at 50th percentile .
- Clawback policies (SEC 10D-compliant and 2013 recoupment) in force .
- 2023 Say-on-Pay approval >99% (triennial; next expected 2026) .
Investment Implications
- Pay-for-performance linkage tightened in FY2025: company STI paid at 7% of target on the company portion given −2% underlying net sales and −3% underlying operating income; Shepherd’s STI was $105k vs $333k target, showing downside sensitivity and alignment with shareholders during a challenging year .
- LTI mix is 2/3 PBRSUs and 1/3 SSARs; PBRSUs carry a 50% payout floor (below 30th percentile) which softens downside and supports retention; SSARs are currently out-of-the-money, limiting near-term selling pressure but also lowering realized equity pay unless performance/stock recover .
- Ownership alignment is modest in absolute terms (~12.9k Class B shares; ~0.004% of Class B), and the company has no executive stock ownership guidelines—worth monitoring given controlled-company context; however, no pledging and hedging prohibitions are positives for alignment .
- Employment risk terms: no individual employment agreement or guaranteed severance; CIC provides double-trigger acceleration for full payouts with target-level cash metrics—standard but not excessive; combined with 2025 restructuring, retention could hinge on future equity value creation and PBRSU outcomes .