Daniel J. McCarthy
CONSTELLATION BRANDSAbout Daniel J. McCarthy
Independent director at Constellation Brands (STZ) since 2015; age 61 as of June 3, 2025. Former President & CEO of Frontier Communications (2015–2019) with deep operating experience across finance, operations, and accounting; designated STZ Audit Committee Financial Expert and serves as Audit Committee Chair (appointed Sept 6, 2024). He is an independent director under NYSE standards, with committee work spanning Audit and Corporate Governance, Nominating, & Responsibility (CGNR). Board attendance met the 75% threshold in FY2025; the Board held 6 meetings (Audit 5; CGNR 4; HRC 5) with executive sessions at every regularly scheduled Board meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontier Communications Corporation | President & CEO | Apr 2015 – Dec 2019 | Led strategy and operations; Frontier filed for Chapter 11 in Apr 2020 (after his departure) |
| Frontier Communications Corporation | President & COO | Apr 2012 – Apr 2015 | Oversaw operations |
| Frontier Communications Corporation | EVP & COO | Jan 2006 – Apr 2012 | Operations leadership |
| Frontier Communications Corporation | SVP, Field Operations | Dec 2004 – Dec 2005 | Field operations |
| Frontier Communications Corporation | SVP, Broadband Operations | Jan 2004 – Dec 2004 | Broadband ops |
| Frontier Communications Corporation | Various roles | 1990 – 2003 | Increasing responsibility |
| Frontier Communications Corporation | Director | Elected May 2014 | Board service during executive tenure |
Risk note: Frontier filed Chapter 11 in Apr 2020; while the filing post-dated McCarthy’s departure, investors often assess prior bankruptcy exposure as a governance risk indicator or stressed-operator experience.
External Roles
| Company/Organization | Role | Dates | Notes |
|---|---|---|---|
| None (current public company boards) | — | — | STZ proxy lists no current public boards for McCarthy |
| Frontier Communications Corporation (prior) | Director | Elected May 2014 | No current service disclosed |
Board Governance
- Independence: The Board affirmatively determined McCarthy is independent; following the 2025 meeting, 9 of 12 directors are independent.
- Committees and chair roles (FY2025 structure):
- Audit Committee Chair; designated Audit Committee Financial Expert; committee met 5 times.
- Member, CGNR Committee; committee met 4 times.
- Attendance and engagement:
- Each incumbent director standing for re-election attended ≥75% of Board and applicable committee meetings; Board met 6 times; executive sessions held at every regularly scheduled Board meeting.
- Risk oversight focal points tied to Audit Chair role: ERM, financial reporting integrity, internal controls, legal/regulatory compliance, and cybersecurity oversight (regular updates from CISO).
- Overboarding/time commitment review: CGNR annually assesses director time commitments; in April 2025, the committee concluded each nominee (including McCarthy) has sufficient time for service.
- Anti-pledging/hedging: Directors are prohibited from pledging or hedging STZ stock (Sands family carve-out only, monitored quarterly by CGNR).
Fixed Compensation (Non-Employee Director – Fiscal 2025)
| Pay Element | Amount | Notes |
|---|---|---|
| Board cash retainer | $100,000 | Standard annual retainer |
| Audit Committee Chair retainer | $25,000 | Increased by $5,000 effective July 2024; McCarthy appointed Chair Sept 6, 2024 (amount in Fees reflects proration) |
| Total “Fees Earned or Paid in Cash” (McCarthy, FY2025) | $112,019 | Reflects retainer(s) earned/paid in FY2025 |
Additional director cash/perqs program features:
- No per-meeting fees disclosed; we reimburse reasonable meeting expenses.
- Annual $10,000 product allowance; charitable/PAC matching up to $5,000 each (calendar-year caps; table may include timing mismatches). McCarthy’s “All Other Compensation” was $15,000 in FY2025 (PAC match plus product allowance).
Performance Compensation (Equity; Fiscal 2025 cycle)
| Grant/Instrument | Terms | McCarthy FY2025 Reported Value |
|---|---|---|
| Annual RSU | Grant 7/17/2024; 503 RSUs; vest first July 10 following grant; earlier vesting on death, disability, change-in-control | $124,860 (grant-date fair value) |
| Annual NQSO | Grant 7/17/2024; 734 options on Class 1 Stock @ $248.23; 10-year term; vested at 6 months; earlier vesting on death, disability, change-in-control | $54,991 (grant-date fair value) |
| Director equity mix (program) | Annual NQSO ($55k FV) + RSU ($125k FV) for board members | Program detail; applies to all non-management directors |
Notes and governance features:
- Equity vests on time-based schedules; option awards for non-management directors in FY2025 fully vested during the year (no repricing disclosed).
- Equity award practices avoid MNPI timing; board/committee-set grant timing and valuation methodologies described.
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public company boards | None for McCarthy (as disclosed) |
| Compensation committee interlocks | FY2025 HRC comprised of Clark, Fink, Giles, Hernández; no interlocks reported; McCarthy not on HRC. |
| Potential interlocks with customers/suppliers/competitors | Not disclosed for McCarthy; Board deemed immaterial ordinary-course commercial relationships for certain other directors; independence maintained. |
Expertise & Qualifications
- Designations/skills: Audit Committee Financial Expert; experience across senior leadership, finance & capital allocation, operations & supply chain, accounting & financial reporting, human capital.
- Industry experience: Telecom/communications (Frontier) with extensive operating background; complements STZ’s operational oversight and ERM at the Audit Committee.
- Board skills matrix shows McCarthy with senior leadership, finance, ops, accounting/FR, human capital competencies.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 3,735 | As of record date (May 16, 2025) |
| Class 1 Stock (options exercisable within 60 days) | 6,473 | Reflects exercisable options; percent of Class 1 reflects small float math (19.2%) |
| Unvested RSUs (standard for non-mgmt directors) | 503 | Each non-mgmt director (except one resignation) held 503 unvested RSUs at FY-end |
| Options outstanding (aggregate) | 6,473 | McCarthy’s outstanding options at FY-end |
| Pledging/Hedging | Prohibited for directors; no exceptions for McCarthy disclosed. | |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; unvested RSUs count; options do not; all non-mgmt directors met or were within the 5-year accumulation period (exception noted for another director due to tax withholding). |
Governance Assessment
Key positives:
- Independent Audit Committee Chair and Audit Committee Financial Expert designation; direct oversight of ERM, ICFR, and cybersecurity, enhancing investor confidence in financial reporting and risk management.
- Solid engagement/attendance standards (≥75%) and Board practice of executive sessions every regular meeting; robust director education and time-commitment review.
- Director pay structure balanced (cash retainer + modest equity) with clear, market-aligned policy and independent consultant oversight (FW Cook).
Potential watch items / RED FLAGS (contextual):
- Frontier bankruptcy (Apr 2020) shortly after McCarthy’s CEO tenure ended (Dec 2019) is a background risk marker; can be interpreted as distressed-operator experience rather than a current conflict.
- Board-level pledging risk exists solely via Sands family carve-out; CGNR monitors quarterly (not applicable to McCarthy).
Broader governance context relevant to director effectiveness:
- Strong shareholder support for Say-on-Pay in 2024 (≈97%), indicating constructive investor sentiment toward compensation governance.
- Stockholder engagement robust (outreach to holders of ~45% of outstanding shares in FY2025).
- Updated clawback (Dodd-Frank compliant), anti-hedging/anti-pledging policies, and double-trigger vesting for equity upon change-in-control.
Director Compensation (FY2025 detail)
| Component | Daniel J. McCarthy |
|---|---|
| Fees Earned or Paid in Cash | $112,019 |
| Stock Awards (RSUs) | $124,860 |
| Option Awards (NQSOs) | $54,991 |
| All Other Compensation | $15,000 |
| Total | $306,870 |
Program structure (non-mgmt directors):
- Annual cash retainer: $100,000; Audit Chair retainer: $25,000 (raised by $5,000 in July 2024); Board Chair: $185,000; CGNR Chair: $17,500; HRC Chair: $20,000.
- Annual equity mix: RSUs ($125k FV) and NQSOs ($55k FV); FY2025 director option grants vested in 6 months; RSUs vest on the first July 10 following grant.
Board Governance (Committees Snapshot)
| Committee | Role | FY2025 Meetings | McCarthy Status |
|---|---|---|---|
| Audit | Oversees accounting policies, ICFR, ERM, compliance, cybersecurity | 5 | Chair; Financial Expert |
| CGNR | Oversees governance, board composition, ESG programs, related-party policy; monitors pledging | 4 | Member |
| Board | Strategy/risk oversight; exec sessions every regular meeting | 6 | Independent director |
Related-Party Transactions and Conflicts
- No related-person transactions involving McCarthy are disclosed. The proxy lists certain ordinary-course transactions with entities affiliated with the Sands family; these are overseen under a formal related person transaction policy.
- Policy prohibits director pledging (Sands carve-out only), with CGNR quarterly compliance reviews; no McCarthy pledging disclosed.
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~97%, signaling strong investor support for compensation governance; 2025 Say-on-Pay placed on the ballot.
- FY2025 engagement reached investors holding ~45% of outstanding Class A shares; directors participate when appropriate; feedback reported to the Board.
Compensation Consultant and Peer Practices
- FW Cook serves as independent consultant for executive and director compensation; no conflicts identified; director program reviewed July 2024 (led to $5k increase for Audit Chair retainer).
Policy Backbone (for alignment and recourse)
- Clawback policy (Apr 2023; Dodd-Frank compliant) mandates recovery of erroneously awarded incentive comp for 3 prior years upon restatement, regardless of fault; anti-hedging and anti-pledging policies apply to directors.
Equity Ownership Guidelines (Directors)
- Requirement: 5x annual cash retainer within 5 years; unvested RSUs count; stock options do not; all non-mgmt directors either met or are within accumulation period (one exception due to withholding logistics).