James O. Bourdeau
CONSTELLATION BRANDSAbout James O. Bourdeau
Executive Vice President and Chief Legal Officer of Constellation Brands; joined the company in September 2014 as SVP, General Counsel & Corporate Development and will retire as CLO on February 28, 2026, transitioning to EVP & Strategic Advisor through March 1, 2027. He helped oversee transformational M&A, corporate structure matters, and beer capacity expansion initiatives during more than a decade of leadership. For FY2025, company AMIP performance led to a 71.6% bonus payout for enterprise participants; relative TSR PSUs for the FY2023–FY2025 cycle paid 0% (16th percentile vs S&P 500), highlighting a pay-for-performance alignment that reduces windfall risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation Brands | SVP, General Counsel & Corporate Development → EVP & CLO | Sep 2014–Feb 2026 (CLO); EVP & Strategic Advisor Mar 2026–Mar 2027 | Oversaw transformational M&A; managed corporate structure legal matters; supported beer production capacity expansion and portfolio evolution |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 641,462 | 687,977 | 719,231 |
| Target Bonus (% of Salary) | n/a (not disclosed) | 80% (unchanged) | 80% |
| Actual Bonus Paid ($) | 695,771 | 700,802 | 411,654 |
| All Other Compensation ($) | 66,485 | 73,278 | 103,894 |
| Total Compensation ($) | 4,313,734 | 4,094,978 | 3,158,873 |
- FY2025 target long-term equity value: $1,800,000 (mix: 50% PSUs, 30% RSUs, 20% NQSOs) .
Performance Compensation
Annual Management Incentive Program (AMIP) – FY2025
| Metric | Weight | Threshold | Target | Max | Actual Result | Payout % of Target |
|---|---|---|---|---|---|---|
| Net Sales (Enterprise) ($mm) | 40% | $10,263.4 | $10,635.7 | $11,007.9 | $10,208.7 | 0.0% |
| Comparable EBIT (Enterprise) ($mm) | 40% | $3,357.6 | $3,553.0 | $3,748.4 | $3,497.9 | 78.9% |
| Free Cash Flow ($mm) | 20% | $1,232.0 | $1,540.0 | $1,848.0 | $1,938.1 | 200.0% |
| Weighted AMIP Payout (Enterprise) | 71.6% |
- Bourdeau’s FY2025 AMIP payout: $411,654 (71.6% of target) .
Long-Term Equity – Design and Outcomes
- FY2025 PSU metrics and vesting:
- 50% weight: TSR vs S&P 500 Food, Beverage & Tobacco Index; Threshold 25th percentile, Target 50th, Max 75th+ .
- 50% weight: Organic net sales CAGR; Threshold 6%, Target 7%, Max 8% .
- Service requirement through May 1, 2027; TSR leg capped at target if absolute TSR is negative .
- FY2023–FY2025 TSR PSUs: certified at ~16th percentile; no units earned (0% payout) .
FY2025 Grants and Terms (selected)
| Grant Type | Grant Date | Shares/Options | Price/Value | Vesting |
|---|---|---|---|---|
| PSUs | 4/25/2024 | 3,439 target | $1,008,813 grant-date FV | 3-year perf; service to 5/1/2027 |
| RSUs | 4/25/2024 | 2,064 | $540,169 grant-date FV | 33% per year over 3 yrs (from 5/1/2024) |
| NQSOs (Class 1 Stock) | 4/25/2024 | 4,321 | $261.71 strike | 33% per year over 3 yrs; 10-year term |
Equity Ownership & Alignment
| Ownership Item | Value / Detail |
|---|---|
| Class A shares owned (Record Date 5/16/2025) | 10,259 (<1% of Class A) |
| Options (Class 1) exercisable within 60 days | 53,115 (66.2% of Class 1 under 13d-3 calc) |
| Unvested RSUs (examples at 2/28/2025) | 2,064 (2024 grant); 2,278 (2023 grant); 371; 524 |
| Unvested PSUs (examples at 2/28/2025) | 1,720 (2024 grant; threshold reflection); 5,694 (2023 grant; target reflection) |
| Executive stock ownership guideline | 3x base salary for EVPs; 5-year accumulation; RSUs/earned PSUs count; options and unearned PSUs do not |
| Guideline compliance status | Each NEO met or was within accumulation period as of Record Date |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for execs and directors (Sands family exception only, with caps and monitoring) |
| Option exercise mechanics | Class 1 options convert to Class A only upon immediate sale; no ability to hold converted shares |
Employment Terms
| Provision | Terms (current executive agreement) |
|---|---|
| Term & renewal | Auto-renews annually unless company gives ≥180 days’ notice |
| Severance (qualifying termination) | Lump sum = 2x base salary + 2x average annual short-term incentive (prior 3 FYs); 24 months medical/dental; up to 18 months outplacement |
| Non-compete / Non-solicit | Non-compete for 2 years; non-solicit for 12 months post-termination; confidentiality continuing |
| Change-in-control vesting | Double trigger: NQSOs/RSUs fully vest; PSUs vest at target upon qualifying termination within 24 months of a CIC |
| Clawback policy | Mandatory recovery of erroneously awarded incentive comp for 3 years preceding restatement, regardless of fault (Dodd-Frank compliant) |
-
Individualized severance and acceleration values (as of 2/28/2025):
- Qualifying termination severance: $2,655,485 cash + $49,206 medical/dental + $55,000 outplacement (total $2,759,691) .
- CIC/Death/Disability equity acceleration value: $3,183,395; Retirement equity value: $2,104,527; retirement eligible as of 2/28/2025 .
-
Transition agreement upon retirement:
- New EVP & Strategic Advisor employment agreement from 3/1/2026 to 3/1/2027; base salary $560,000; AMIP target 80% of salary; if early Good Reason or non-cause termination, continued salary through end date, AMIP eligibility, and 24 monthly medical/dental payments; post-employment confidentiality, non-compete and non-solicit restrictions .
Compensation Structure Analysis
- Mix and design:
- Majority of compensation at risk; annual AMIP tied to Net Sales (40%), Comparable EBIT (40%), and FCF (20%); PSU mix emphasizes multi-year organic net sales CAGR and relative TSR; equity awards use double-trigger vesting; robust stock ownership, anti-hedging/pledging, and clawback policies .
- Peer benchmarking:
- FY2025 peer group includes 17 consumer/beverage peers (e.g., Brown-Forman, Diageo, Keurig Dr Pepper, Molson Coors, Starbucks); revenues at 39th percentile and market cap at 70th percentile vs peers, informing targets around median TAC/TDC .
- Shareholder support:
- Say-on-pay received ~97% approval at 2024 Annual Meeting, indicating broad investor alignment with design and outcomes .
Investment Implications
- Pay-for-performance alignment is intact: Enterprise AMIP payout at 71.6% and TSR PSU zero for FY2023–FY2025 temper compensation when growth and market-relative returns are mixed, reducing misalignment risk .
- Near-term transition and potential liquidity events: Retirement eligibility and change-in-role to Strategic Advisor through FY2027, combined with option mechanics (immediate sale upon conversion), can create episodic selling if options are exercised; however, anti-hedging/pledging and ownership guidelines mitigate misalignment concerns .
- Retention and succession risk appears managed: New employment agreement bridges continuity; successor (Jeff LaBarge) named and internal with relevant domain experience, lowering execution risk in legal and public affairs functions .
- Potential CIC costs and dilution risk are capped: Double-trigger vesting and target-level PSU vesting under CIC, with quantified acceleration values, provide transparency into downside in a transaction scenario .
Bourdeau’s decade-long leadership across M&A and governance, combined with disciplined incentive structures and strict alignment policies (ownership, clawbacks, anti-hedging/pledging), point to a balanced risk profile heading into his planned transition in FY2026 **[16918_71597cdf84ed42659cbb0f7155abffda_0]** **[16918_0000016918-25-000066_stz-20250529.htm:54]** **[16918_0000016918-25-000066_stz-20250529.htm:59]** **[16918_0000016918-25-000066_stz-20250529.htm:60]**.