Ernesto M. Hernández
CONSTELLATION BRANDSAbout Ernesto M. Hernández
Independent director of Constellation Brands (STZ) since 2014; age 67. Former President & Managing Director of GM de México with 40+ years operating large-scale manufacturing businesses in Mexico; brings senior leadership, finance, supply chain/operations, accounting, human capital, and international expertise. Determined independent by the Board in April 2025. As HRC Chair, he leads oversight of executive compensation and human capital, and serves on the Corporate Governance, Nominating & Responsibility (CGNR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GM de México (subsidiary of General Motors) | President & Managing Director | Jun 2011 – Aug 2019 | Overall responsibility for commercial and manufacturing in Mexico, Central America, Caribbean; extensive Mexico operating experience . |
| GM de México | VP & Executive Director, Sales, Service & Marketing | Apr 2003 – May 2011 | Led commercial operations; deep commercial and operational oversight . |
| GM de México | Multiple roles of increasing responsibility | 1980 – 2003 | Manufacturing and commercial leadership trajectory . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dana Incorporated (NYSE: DAN) | Director | Current | Public company directorship . |
| BRP Inc. (TSX: DOO; NASDAQ: DOOO) | Director | Current | Public company directorship . |
Board Governance
- Independence and tenure: Independent; director since 2014 .
- Committee assignments: Human Resources Committee (Chair); Corporate Governance, Nominating & Responsibility Committee member .
- Meeting cadence/attendance: Board met 6x in FY2025; HRC 5x; CGNR 4x. Every incumbent director standing for re‑election attended ≥75% of Board and applicable committee meetings. Executive sessions held at each regularly scheduled Board meeting, including independent‑only sessions .
- HRC scope under his chairmanship: Oversees executive and non‑executive compensation programs, compensation risk, independent consultant engagement, human capital matters, succession planning; approves CEO pay and senior executive compensation .
- Compensation committee interlocks: None—no STZ executive served on another company’s comp committee whose executive sat on STZ’s HRC/Board in FY2025 .
Fixed Compensation
| Element (Non‑Management Director Program) | FY2025 Structure | Ernesto Hernández – FY2025 |
|---|---|---|
| Annual cash retainer | $100,000 | Included in fees earned . |
| Committee chair fees | HRC Chair: $20,000 (Audit Chair: $25,000; CGNR Chair: $17,500) | HRC Chair fee applicable . |
| Board Chair retainer (if applicable) | $185,000 (non‑exec Chair) | N/A . |
| Total fees earned (cash) | — | $120,000 . |
| Perquisites | Director product allowance $10,000; eligible matching programs | $10,000 (no matching reported for him in FY2025) . |
Performance Compensation
| Equity Component | Grant Terms (FY2025 cycle) | Ernesto Hernández – FY2025 Amounts |
|---|---|---|
| RSUs | Annual RSU grant valued at $125,000; 503 RSUs granted 7/17/2024; vest on first July 10 following grant (accelerated on death/disability/CIC) | Stock awards (grant‑date fair value): $124,860 . |
| NQSOs | 734 options granted 7/17/2024; strike $248.23; 10‑year term; vest 6 months from grant date (accelerated on death/disability/CIC) | Option awards (grant‑date fair value): $54,991 . |
Notes
- Director equity vehicle mix aligns with peer practice (cash + RSUs + NQSOs). FY2025 program confirmed by consultant FW Cook; no change to standard mix, only a $5K increase to Audit Chair retainer not applicable to Hernández .
- FY2025 total director compensation for Hernández: $309,851 (Cash: $120,000; RSUs: $124,860; Options: $54,991; Other: $10,000) .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict with STZ |
|---|---|
| Dana Incorporated (DAN); BRP Inc. (DOOO) | None disclosed. CGNR reviews related‑party transactions; FY2025 related‑party items involved Sands family entities (office space/lease), not Hernández . |
Expertise & Qualifications
- Skills matrix: Senior Leadership; Finance & Capital Allocation; Operations & Supply Chain; Accounting & Financial Reporting; Human Capital; International Operations—particularly Mexico. Supports oversight of STZ’s Mexico brewery footprint and supply chain .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 4,603 | <1% of Class A outstanding . |
| Options (Class 1 shares acquirable within 60 days) | 6,823 | Exercisable within 60 days; equals 20.1% of Class 1 due to very small Class 1 base outstanding; methodology per Rule 13d‑3 . |
| Director stock ownership guideline | 5x annual cash retainer; RSUs count; options do not | As of record date, all non‑management directors met or were within accumulation period; exception was Mr. Madero; implies Hernández in compliance . |
| Pledging/Hedging | Company prohibits pledging and hedging by directors; exception only for Sands family nominees (with caps). No pledging disclosed for Hernández . |
Governance Assessment
Key positives
- Independence and tenure: Independent since appointment (2014); brings deep Mexico operations and manufacturing expertise aligned with STZ’s beer capacity and supply chain oversight needs .
- Effective committee leadership: As HRC Chair, oversees pay design, risk assessment, succession, and engagement of independent consultant FW Cook (no conflicts identified). FY2024 Say‑on‑Pay approval of ~97% suggests strong investor alignment, a positive signal under his committee’s remit .
- Engagement/attendance: Met Board expectations (≥75% attendance) with active roles on two committees; Board holds executive sessions at each regular meeting, supporting independent oversight .
Potential watch items
- Equity alignment: Director equity is primarily time‑based (RSUs) and options; while common for directors, time‑based RSUs reduce performance linkage versus PSUs, though director equity is typically for alignment/retention rather than performance targeting .
- Related‑party ecosystem: No Hernández‑specific related‑party exposures disclosed; however, Board continues to monitor Sands family pledging under a policy carve‑out with CGNR oversight—general governance risk the Board mitigates via quarterly reviews .
Overall view
- As HRC Chair with relevant operating and cross‑border experience, Hernández enhances board effectiveness in human capital and compensation oversight while strengthening oversight of Mexico‑centric operations. No conflicts, interlocks, or pledging concerns disclosed for him; ownership guideline compliance and routine attendance support investor confidence .
Appendix: Director Compensation Detail (FY2025)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (RSUs, grant‑date fair value) | $124,860 |
| Option Awards (grant‑date fair value) | $54,991 |
| All Other Compensation (Product allowance) | $10,000 |
| Total | $309,851 |
References
- Board/committee composition, independence, meetings, and executive sessions .
- Hernández biography, skills, external directorships .
- Director compensation structure, grants, and FY2025 amounts .
- Ownership guidelines and compliance .
- Beneficial ownership (Hernández and methodology) .
- Related‑party transactions and policy .
- HRC responsibilities and consultant independence .
- Say‑on‑pay approval result (~97%) .