Christopher J. Baldwin

About Christopher J. Baldwin

Christopher J. Baldwin (age 62) is Independent Chair of the Board at Constellation Brands (STZ), appointed effective March 1, 2024, and a director since 2024. He is Managing Partner at CVC Advisors (U.S.) Inc. (since October 2020), and previously served as CEO and later Chair of BJ’s Wholesale Club, with prior senior roles at Hess Retail, Kraft Foods, Hershey, Nabisco, and Procter & Gamble. The Board has affirmatively determined Baldwin is independent; he leads executive sessions at every regularly scheduled Board meeting as Independent Chair .

Past Roles

External Roles

• Outside board limits: no more than four public company boards; non-executive chair counts as two seats; audit committee members capped at three audit committees .

Board Governance

• Role: Independent Chair of the Board; not a member of standing committees (“Board Chair – No Committees”) .
• Independence: Board confirmed Baldwin is independent; reviewed immaterial commercial relationships with certain CVC portfolio companies and determined they did not impair independence .
• Attendance: Board met six times in FY2025; each incumbent director standing for re-election attended at least 75% of Board and committee meetings; all directors standing for re-election attended the 2024 Annual Meeting .
• Executive sessions: Held at every regularly scheduled Board meeting, led by the Independent Chair .
• Committee structure: All Audit, CGNR, and Human Resources Committee members are independent; refreshed leadership within past two years .
• Anti-pledging/anti-hedging: Directors prohibited from pledging company stock (exception only for Sands family nominees under capped legacy carve-outs); hedging prohibited; CGNR monitors quarterly .
• Evaluations: Annual Board/committee self-evaluations; FY2025 included third‑party individual director evaluations .

Fixed Compensation

Program details (FY2025 cycle): NQSO grant date fair value $55,000; RSU grant date fair value $125,000 for non‑management directors; Audit Chair retainer increased $5,000; Baldwin separately received pro‑rated RSU/NQSO grants on March 1, 2024 upon Board service commencement .

Performance Compensation

No performance metrics are used for director equity awards; director grants are time-based RSUs and NQSOs under the non‑management director program .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior Leadership; Finance and Capital Allocation; Industry (CPG/beverage); Operations and Supply Chain; Brand Building and Marketing; Human Capital Management .

Equity Ownership

Governance Assessment

• Board effectiveness: Baldwin’s appointment as Independent Chair (2024) is part of a broader refresh (three new independent directors over three years; independent committee leadership) and enhanced evaluation cadence (third‑party director reviews), supporting stronger oversight and investor confidence .
• Independence and conflicts: The Board’s explicit review of Baldwin’s CVC affiliation and immaterial commercial ties, combined with strict related‑party transaction policies and anti‑pledging rules, mitigate conflict risk. CGNR oversees related‑party transactions and quarterly pledging compliance .
• Alignment and incentives: Director pay mix combines cash retainers with time‑based RSUs/NQSOs; ownership guidelines at 5x retainer plus anti‑hedging/anti‑pledging and clawback policies enhance alignment. Baldwin’s FY2025 total director compensation was $549,694 (cash $285,000; stock $176,860; options $77,834; other $10,000) .
• Attendance and engagement: Minimum attendance threshold met; as Chair, Baldwin leads executive sessions at each regularly scheduled meeting, indicating active independent oversight .
• Shareholder support: At the July 15, 2025 annual meeting, Baldwin received 147,817,098 votes for vs. 6,879,589 against (majority standard), and say‑on‑pay passed with 146,512,941 for vs. 8,074,533 against—signals of broad investor support for governance and compensation frameworks .

RED FLAGS

• None material identified specific to Baldwin. Noted legacy pledging carve‑outs apply only to Sands family nominees; Baldwin is subject to the full anti‑pledging policy . The Board deemed CVC-related commercial contact “very small” and immaterial to independence .

Supporting Governance Policies

• Majority voting in uncontested director elections with contingent resignation policy .
• Robust related‑party transaction pre‑approval/ratification process administered by the Chief Legal Officer/CGNR Committee .
• Use of independent compensation consultant (FW Cook) for director compensation; structure aligned with market practices .

Director Compensation (FY2025 Detail)

Voting Results (2025 Annual Meeting)

Overall governance posture: refreshed Board with strong independence, strict conflict/pledging controls, active Chair-led executive sessions, and high shareholder support—favorable signals for board effectiveness and investor confidence .