Jennifer M. Daniels

About Jennifer M. Daniels

Independent director (since 2018), age 61. Daniels is Chief Legal Officer and Secretary of Colgate-Palmolive (NYSE: CL) since November 2014 and previously held senior legal and compliance roles at NCR Corporation (2010–2014), Barnes & Noble (2007–2010), and nearly 17 years at IBM culminating in Assistant General Counsel and Chief Trust & Compliance Officer. Core credentials include governance, legal, accounting/financial reporting literacy, human capital management, and international operations; education not disclosed in the proxy .

Past Roles

External Roles

Board Governance

• Independence: Affirmatively determined independent by the Board (April 2025); Board will have 12 directors, 9 independent if all nominees elected .
• Committees: Chair, Corporate Governance, Nominating & Responsibility (CGNR); Member, Audit .
• Attendance/engagement: Board met 6 times in FY2025; all incumbent directors standing for re-election attended ≥75% of Board/committee meetings; executive sessions held at every regularly scheduled Board meeting (non-management and independent-only) .
• Committee activity/oversight:
  • CGNR (4 meetings in FY2025): Oversees governance structure, ESG, related-person transactions policy, director compensation, stockholder proposals, and monitors policy against pledging (including Sands-family carve-out) .
  • Audit (5 meetings in FY2025): Oversees financial reporting, internal controls, ERM, compliance, cybersecurity; Daniels is financially literate (audit financial experts: McCarthy, Zaramella) .
• Chair structure: Independent Board Chair (Christopher J. Baldwin); Lead Independent Director not designated because the Chair is independent .
• Director evaluations: CGNR engaged independent third-party for individual director evaluations in FY2025 (attendance, contributions, understanding, commitment) with periodic cadence going forward .

Fixed Compensation

Program structure (annual cycle post-Annual Meeting): cash retainer + RSUs + NQSOs; chair retainers for committee leadership. FY2025 program (approved July 17, 2024):

• Board member cash retainer: $100,000 .
• CGNR Committee Chair cash retainer: $17,500 .
• RSU grant (grant-date fair value): $125,000 .
• NQSO grant (grant-date fair value): $55,000 .
• Product allowance: $10,000; charitable/political match programs available (calendar-year) .

Daniels — Director Compensation (FY2025):

Program notes and vesting schedules:

• 7/17/2024 grants to non-management directors: 734 NQSOs (exercise price $248.23), 10-year term; vest 6 months after grant (accelerated vesting upon death, disability, or change-in-control). 503 RSUs; vest on the first July 10th following grant (accelerated on death, disability, or change-in-control) .

Performance Compensation

Directors’ equity is service-based; no performance-conditioned metrics are used for director equity.

Other Directorships & Interlocks

Compensation Committee interlocks (Board-wide): None; HRC members were Clark, Fink, Giles, Hernández; no officer interlocks reported for FY2025 .

Expertise & Qualifications

• Senior leadership; governance/legal; accounting & financial reporting literacy; human capital; international operations; industry (consumer products). Board skills matrix lists Daniels with these competencies .
• Audit committee member; financially literate (audit financial experts on committee are McCarthy, Zaramella) .

Equity Ownership

Governance Assessment

• Positive signals:

  • Independent director; dual-committee service (CGNR Chair; Audit member) supports board effectiveness; financial literacy confirmed .
  • Robust governance oversight via CGNR, including related-person transactions policy, ESG oversight, and monitoring of anti-pledging compliance; quarterly reviews at CGNR .
  • Strong stockholder engagement program and independent director evaluations in FY2025; enhanced continuing education program .
  • High say‑on‑pay approval (97% in 2024) indicates alignment on executive pay; a board-level governance and compensation credibility signal .

• Watch items and potential conflicts:

  • Sands-family pledging carve‑out: 8,567,965 Class A shares pledged by Sands-family vehicles; CGNR monitors compliance with caps through November 2027 and thereafter—this is a board‑wide governance consideration rather than Daniels-specific, but oversight resides with CGNR (which she chairs) .
  • No related‑party transactions disclosed involving Daniels; FY2025 related‑party items limited to WildStar office payments and a Rochester HQ lease with an entity partially owned via Robert Sands–related entities, administered under CGNR policy .

• Independence, attendance and time commitments:

  • Daniels deemed independent; Board’s April 2025 overboarding/time‑commitments review found all nominees (incl. Daniels) have sufficient time for service .
  • Attendance ≥75% of Board/committee meetings; executive sessions at every regularly scheduled Board meeting .

Compensation Committee Analysis

• HRC composition (FY2025): Hernández (Chair), Clark, Fink, Giles—independent; no interlocks; retains FW Cook for executive compensation and governance best practices .
• Director compensation governance: CGNR (chaired by Daniels) advises Board on non-management director pay; FW Cook reviewed director program July 2024; structure aligned with market; minor change: +$5,000 Audit Chair cash retainer .

Related Party Transactions Policy

• CGNR administers policy for related-person transactions (>$120,000), pre‑approval/ratification; Chief Legal Officer (company officer) manages intake/review; CGNR prohibits voting by interested directors, requires disclosure and review standards. No related-person transactions reported since FY2025 that weren’t pre‑approved .

Say‑On‑Pay & Shareholder Feedback

• Say‑on‑pay approval at 2024 Annual Meeting: ~97% support; Board views as affirmation of pay‑for‑performance design .
• FY2025 stockholder outreach: engagement with holders of ~45% of Class A shares; Board updated on feedback .

RED FLAGS

• Pledging exception for Sands-family nominees (capped and monitored by CGNR) remains a governance risk; continued oversight and disclosure are essential .
• No red flags disclosed for Daniels: no pledging/hedging, no related‑party transactions, attendance standards met .

Summary Tables of Board Service and Committees

All data cited from Constellation Brands, Inc. 2025 DEF 14A (published June 5, 2025): .