Nicholas I. Fink
CONSTELLATION BRANDSAbout Nicholas I. Fink
Nicholas I. Fink, age 50, is an independent director of Constellation Brands (STZ) since 2021. He is Chief Executive Officer of Fortune Brands Innovations, Inc. (FBIN) and brings over 20 years of international consumer brand experience, including prior leadership roles at Beam Suntory. His core credentials span senior leadership, finance/capital allocation, industry expertise in beverage alcohol, operations/supply chain, brand marketing, human capital, and international operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Innovations | Chief Executive Officer | Jan 2020–present | Leads capital deployment, consumer-driven innovation, and high-performance teams; M&A and strategy experience |
| Fortune Brands Innovations | President & Chief Operating Officer | Mar 2019–Jan 2020 | Enterprise operations oversight |
| Fortune Brands (Water Innovations) | President | Jul 2016–Mar 2019 | Segment leadership and growth |
| Fortune Brands | SVP, Global Growth & Development | Jun 2015–Jul 2016 | Corporate strategy and growth initiatives |
| Beam Suntory | President, Asia Pacific & South America | Prior to Jun 2015 | Beverage alcohol operating leadership across APAC/LatAm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Innovations (NYSE: FBIN) | Director | Current | Public company directorship; committee roles not disclosed |
| — | Other public boards (past 5 years) | — | None disclosed |
Board Governance
- Independence: Affirmatively determined independent (April 2025) .
- STZ Board committees: CGNR (Corporate Governance, Nominating & Responsibility) and Human Resources (Compensation) .
- Committee chairs: CGNR chaired by Jennifer M. Daniels; Human Resources chaired by Ernesto M. Hernández .
- Attendance: Board met 6 times in fiscal 2025; each incumbent director up for re-election attended ≥75% of Board and committee meetings .
- Executive sessions: Held at every regularly scheduled Board meeting for non-management and independent directors; chaired by the Independent Board Chair .
- Outside board commitments: Policy limits for CEOs to two public company boards (including STZ); CGNR’s April 2025 review found each nominee has sufficient time commitments .
- Anti-pledging/anti-hedging and clawback: Directors prohibited from pledging STZ stock (Sands family exception per agreement); anti-hedging policy in place; clawback policy revised to Dodd-Frank compliance .
- Board leadership: Independent Chair (Christopher J. Baldwin) since March 1, 2024 .
Fixed Compensation
| Component (Fiscal 2025) | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Committee chair fees | None (not a chair) |
| All other compensation (product allowance + matching) | $15,000 (includes $10,000 product allowance and $5,000 charitable match) |
| Total cash + other | $115,000 |
Program parameters for non-management directors:
- Annual cash retainer: $100,000; Audit Chair $25,000; CGNR Chair $17,500; HRC Chair $20,000; Non-executive Board Chair $185,000 .
- Product allowance: $10,000 per director (calendar year 2024) .
- Charitable matching: up to $5,000/year; PAC match up to $5,000/year .
Performance Compensation
| Award | Grant detail | Vesting | Grant-date FV |
|---|---|---|---|
| RSUs | 503 units (annual cycle) | Vest on first July 10 following grant; earlier vesting on death/disability/change-in-control | $124,860 |
| Stock options (NQSOs) | 734 options @ $248.23 strike (Jul 17, 2024 cycle) | 10-year term; vest at 6 months; earlier vesting on death/disability/change-in-control | $54,991 |
Design notes:
- Director equity mix aligns with market (RSUs + NQSOs); independent consultant FW Cook advises CGNR on director pay .
- Equity awards provide alignment via price appreciation (options) and ownership via RSUs .
Other Directorships & Interlocks
- Current public board: Fortune Brands Innovations (FBIN) .
- Compensation committee interlocks: None; HRC members (including Fink) were not STZ officers in fiscal 2025, and no STZ executives served on boards/comp committees of companies with reciprocal ties .
- Related party transactions: None disclosed involving Fink; Sands-family transactions/office leases disclosed and administered under related party policy .
Expertise & Qualifications
- Skills per STZ profile: Senior leadership; finance/capital allocation; beverage alcohol industry; operations & supply chain; brand building/marketing; human capital management; international operations .
- Board skills matrix highlights broad Board coverage across finance, operations, international, human capital, and governance .
Equity Ownership
| Class | Shares/Options | % of Class | Notes |
|---|---|---|---|
| Class A shares | 2,362 | <1% | Beneficial ownership; includes 503 acquirable within 60 days footnote for directors generally, but Fink’s Class A outstanding listed as 2,362 |
| Class 1 options (exercisable ≤60 days) | 3,725 | 12.1% | % reflects small Class 1 float (27,167 shares outstanding); Class 1 converts into Class A only upon immediate sale |
| Unvested RSUs | 503 | n/a | Each non-management director (except Schmeling) held 503 unvested RSUs at FY-end |
| Options outstanding (aggregate) | 3,725 | n/a | As of FY-end |
Ownership alignment and guidelines:
- Non-management directors must hold stock interests valued at 5x annual cash retainer within 5 years; can count unvested RSUs; unexercised options excluded. As of record date, all non-management directors met or were within the accumulation period (except Madero due to mandatory share withholding) .
- STZ prohibits director pledging; no pledges disclosed for Fink .
Governance Assessment
- Board effectiveness: Fink contributes CEO-level operating and capital allocation expertise, plus direct beverage alcohol experience (Beam Suntory), strengthening CGNR and HRC oversight, especially human capital and strategy alignment .
- Independence and engagement: Confirmed independent; committee service on CGNR and HRC; ≥75% attendance threshold met by incumbents; executive sessions each meeting support independent oversight .
- Pay alignment: Director pay mix balanced between cash and equity; RSUs and options support ownership and long-term alignment; third-party advisor FW Cook engaged; no anomalies in director pay disclosed .
- Conflicts/related party: No related-party transactions involving Fink; no compensation interlocks; adherence to outside board limits for CEOs and time-commitment review completed April 2025 .
- Policies that bolster confidence: Anti-pledging (director ban), anti-hedging, robust clawback, majority voting standard with contingent resignation policy, regular executive sessions .
- RED FLAGS: None identified specific to Fink (no pledging, no related-party ties, no interlocks). Broader STZ red flags relate to Sands family pledging permitted by reclassification agreement (monitored by CGNR), not applicable to Fink .
Contextual signals: 2024 say-on-pay approval ~97% (supportive governance context), independent Board Chair appointed, and ongoing board refresh/effectiveness reviews (Spencer Stuart) underscore governance evolution post-reclassification .