José Manuel Madero Garza

About José Manuel Madero Garza

Independent director of Constellation Brands (STZ) since 2019; age 57. Serves on the Audit Committee and previously served as interim Non‑Executive Chair from July 2023 to March 2024. Background spans CEO experience at Grupo Bepensa and senior international leadership roles at Monsanto across EMEA, Latin America, and ANZ, currently an independent consultant based in Mexico City. He is also a current director at Newmont Corporation (NEM) .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Madero is independent (April 2025) .
• Committee assignments: Audit Committee member; audit met five times in FY2025; all members independent and financially literate; Audit Committee Financial Experts are McCarthy and Zaramella .
• Attendance: Each incumbent director standing for re‑election (including Madero) attended at least 75% of Board and committee meetings; Board met six times in FY2025; all director nominees attended 2024 annual meeting .
• Board leadership: Served as interim independent Board Chair (Jul 2023–Mar 2024); independent Chair (Christopher Baldwin) elected effective Mar 1, 2024 .
• Executive sessions: Non‑management and independent directors hold executive sessions at every regularly scheduled Board meeting .
• Overboarding policy: STZ limits directors to ≤4 public company boards (non‑exec chair counts as two); Audit Committee members ≤3 audit committees; CGNR reviewed time commitments in April 2025; Madero disclosed one other public board (Newmont), within limits .
• Stock ownership guidelines (directors): 5× annual cash retainer within 5 years; stock/RSUs count, options do not; as of record date, all met or were within 5‑year period except Madero due to mandatory share withholding on RSU vesting (company‑noted exception) .

Fixed Compensation

Notes: Non‑management director program is structured with cash retainers payable quarterly; a $5,000 incremental cash retainer applies to Audit Chair only (not applicable to Madero) .

Performance Compensation

While director equity is service‑based (not performance‑conditioned), grants align director pay with shareholder outcomes.

Director FY2025 equity values recognized for Madero:

• RSU grant date value: $124,860 .
• Option grant date value: $54,991 .
  Change‑in‑control/death/disability: Director RSUs and options provide for earlier vesting in these events .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills: Senior Leadership; Finance & Capital Allocation; Industry (CPG/beverage alcohol); Operations & Supply Chain; Accounting & Financial Reporting; Human Capital Management; International Operations (notably Mexico) .
• Board value-add: Mexico regulatory and operating expertise supporting STZ’s large Mexico production footprint; prior CEO and multinational leadership experience informs oversight of strategy and risk .

Equity Ownership

Governance Assessment

• Positives

  • Independent director with strong attendance and active Audit Committee service; Audit met five times in FY2025; all members independent and financially literate .
  • Served as interim independent Board Chair during a transition, signaling board confidence and leadership continuity ahead of the appointment of an independent Chair in March 2024 .
  • International and Mexico‑specific operating experience aligns with STZ’s critical production base and supply chain oversight needs .
  • No Madero‑related related‑party transactions disclosed; FY2025 related‑party items involve Sands family entities and are subject to pre‑approval policy .
  • Director equity grants and stock ownership guidelines support alignment; anti‑pledging policy applies to directors (with monitored Sands carve‑out) .

• Watch Items / RED FLAGS

  • Stock ownership guideline status: company notes Madero as an exception due to mandatory tax withholding on RSU vesting; monitor progress to full compliance as options do not count toward guidelines .
  • Concentration of historical related‑party activity with Sands affiliates (office lease and services) underscores importance of independent directors on CGNR and Audit to continue robust oversight; while not implicating Madero, it remains a governance sensitivity area .

• Shareholder sentiment/context

  • Say‑on‑Pay support ~97% at 2024 annual meeting, indicating broad investor support for compensation governance (context for overall governance environment) .

Director Compensation (FY2025)

Board Governance (Committee & Attendance Snapshot)

Attendance: Each incumbent director standing for re‑election attended ≥75% of Board and committee meetings; Board met six times in FY2025; executive sessions held at every regularly scheduled Board meeting . Independence affirmed for Madero in April 2025; nine of twelve nominees independent .