Sharon A. Decker
Coca-Cola ConsolidatedAbout Sharon A. Decker
Independent director of Coca‑Cola Consolidated (COKE) since 2001; age 68. Currently President, Tryon Equestrian Partners, Carolina Operations (since April 2020). Background spans public sector (former North Carolina Secretary of Commerce), utilities (Duke Energy), retail/apparel (Tanner/Doncaster), and non‑profit leadership; designated independent under Nasdaq standards. Serves on the Audit and Compensation Committees; the Board notes ordinary‑course sponsorship/beverage sales with Tryon International Equestrian Center and affirms her independence; she holds no ownership interest in TEP. The Company is a “controlled company” under Nasdaq, with a Lead Independent Director structure and executive sessions of independents at least twice per year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tryon Equestrian Partners, Carolina Operations | President | Apr 2020–present | Oversees development/operations of premier sports complex/resort in NC |
| Tryon Equestrian Partners, Carolina Operations | Chief Operating Officer | Sep 2015–Apr 2020 | Operations leadership |
| NURAY Media | President | Jan 2015–Aug 2015 | Led media conservation/preservation company |
| State of North Carolina | Secretary of Commerce | Jan 2013–Dec 2014 | Cabinet role; economic development |
| The Tapestry Group | Chief Executive Officer | Sep 2004–Jan 2013 | Faith‑based non‑profit CEO |
| North Washington Street Properties | Chief Executive Officer | Since Oct 2004 | Community redevelopment company CEO |
| The Tanner Companies (Doncaster division) | President | Aug 1999–Jul 2002 | Led direct seller of women’s apparel |
| The Lynnwood Foundation | President & CEO | 1997–1999 | Built/managed conference facility & leadership institute |
| Duke Energy Corporation / Duke Energy Foundation | Various incl. Corporate VP; Executive Director (Foundation) | 1980–1997 | Corporate leadership and philanthropy |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Culp, Inc. | Director | Current | Manufacturer of mattress/upholstery fabrics |
| Weisiger Group (formerly CTE) | Board of Advisors | Current | Southeast equipment/service provider |
| SCANA Corporation | Director | 2006–2013; 2015–2018 | Diversified utility company |
| Family Dollar Stores, Inc. | Director | 1999–2015 | Discount retail |
| University of North Carolina at Charlotte | Trustee | 2015–2023 | Board of Trustees |
Board Governance
- Independence: Board determined Decker is independent. Independence review considered ordinary‑course sponsorship agreements and beverage sales to Tryon International Equestrian Center (affiliated with TEP). She is President of TEP Carolina Operations but has no ownership interest; Board concluded independence for her and other members. Independent directors meet in executive session at least twice annually .
- Board structure: COKE is a controlled company under Nasdaq; J. Frank Harrison, III serves as combined Chair/CEO; Dennis A. Wicker is Lead Independent Director, reappointed March 2025, with authority to convene independent sessions and act as liaison .
- Attendance: The Board met 5 times in fiscal 2024. Each incumbent director attended or participated in at least 75% of the Board and applicable committee meetings; 11 of 12 directors participated in the 2024 annual meeting .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Yes | No | 4 |
| Compensation Committee | Yes | No | 2 |
| Executive Committee | No | — | 1 |
- Trading policy: Directors, officers and employees are prohibited from hedging or short selling Company securities; directors and officers (and certain finance/audit personnel) are prohibited from using Company securities as collateral in a margin account .
Fixed Compensation
| Component | Amount |
|---|---|
| Base annual retainer (non‑employee directors) | $190,000 |
| Committee chair supplemental retainers | Audit Chair: $20,000; Compensation Chair: $15,000; Lead Independent Director: $20,000 |
| Committee meeting fee (Audit/Comp/Executive) | $1,600 per meeting |
| Director deferral plan | May defer retainer/fees into mutual funds; lump sum/installments per plan terms |
| Decker – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 196,400 |
| All other compensation | — |
| Total | 196,400 |
Notes: Non‑employee directors (including Decker) receive cash retainers/meeting fees; no equity grants are disclosed for directors .
Performance Compensation
No performance‑based or equity compensation for non‑employee directors is disclosed; director compensation is comprised of cash retainers and committee meeting fees .
Other Directorships & Interlocks
| Relationship Type | Company | Role/Notes |
|---|---|---|
| Current public company board | Culp, Inc. | Director |
| Prior public company boards | SCANA Corp.; Family Dollar Stores | Director (tenures listed above) |
| Potential interlocks/conflicts reviewed | Tryon International Equestrian Center (affiliated with TEP) | Ordinary‑course sponsorship/beverage sales; Decker has no ownership interest; Board affirmed independence |
Expertise & Qualifications
- Broad executive leadership experience across public, private, and non‑profit sectors, including state commerce, utilities, retail/apparel, and philanthropy .
- Current operating role (President, TEP Carolina Operations) offers operating and community development insights .
- Committee experience on Audit and Compensation brings oversight exposure to financial reporting and executive pay .
- Not designated as an “audit committee financial expert” (the Board identified Messrs. Helvey and Morgan as ACFEs) .
Equity Ownership
| Metric (as of March 17, 2025) | Value |
|---|---|
| Common Stock beneficially owned | — shares; less than 1% of class |
| Class B Common Stock beneficially owned | — shares; less than 1% of class |
| Shares pledged as collateral | Company policy prohibits director hedging/short selling; prohibits margin pledging by directors; no pledges disclosed for Decker |
Governance Assessment
- Positives: Long service (director since 2001) with deep regional and sector‑diverse leadership; independent status confirmed despite ordinary‑course TEP relationships; active roles on Audit and Compensation Committees; strong trading policy (prohibits hedging/pledging) supports alignment; independent executive sessions and Lead Independent Director structure provide counterbalance in a controlled company context .
- Watch items / potential red flags:
- Ownership alignment: No reported share ownership as of the record date; directors receive cash‑only compensation without disclosed equity retainers—this may weaken “skin‑in‑the‑game” versus peers that use equity for director pay .
- Controlled company exemptions: Board not required to be majority‑independent; no standalone nominating committee—Executive Committee (chaired by the controlling stockholder) handles nominations, with final approval by the controlling stockholder, which can concentrate influence over board composition .
- Related‑party exposure: Ordinary‑course sponsorship/ beverage sales involving TEP (where Decker is President) present appearance‑of‑conflict risk, though the Board reviewed and deemed these within Nasdaq independence standards and noted she has no ownership interest .
Overall, Decker brings seasoned operating and governance experience with consistent committee engagement and independence; the primary alignment concern is the absence of disclosed equity ownership and equity‑based director pay, which investors may weigh against the company’s strong anti‑hedging/pledging policies and controlled‑company structure .