Richard Sands
CONSTELLATION BRANDSAbout Richard Sands
Richard Sands, Ph.D., age 74, is a long-tenured director of Constellation Brands (STZ), serving on the Board since 1982. He is a non-independent nominee designated by WildStar under the 2022 Reclassification Agreement; he previously served as Executive Vice Chairman (Mar 2019–Nov 2022) and Chairman (Sep 1999–Feb 2019), and held CEO (1993–2007), President (1986–2002), COO (1986–1993), and EVP (1982–1986) roles, helping build STZ into a leading global beverage alcohol company with >$9B revenues in FY23 . He holds a Ph.D. (institution not disclosed), and brings deep senior leadership, industry, brand-building, and human capital management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands | Executive Vice Chairman | Mar 2019 – Nov 2022 | Governance transition post-reclassification |
| Constellation Brands | Chairman of the Board | Sep 1999 – Feb 2019 | Led Board through major growth phases |
| Constellation Brands | Chief Executive Officer | Oct 1993 – Jul 2007 | Expanded STZ via organic/inorganic growth; scaled beer/wine/spirits portfolio |
| Constellation Brands | President | May 1986 – Dec 2002 | Oversaw corporate operations and growth initiatives |
| Constellation Brands | Chief Operating Officer | May 1986 – Oct 1993 | Operations leadership during expansion |
| Constellation Brands | Executive Vice President | 1982 – May 1986 | Early executive leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current or recent public company directorships disclosed |
Board Governance
- Status: Non-independent director; WildStar nominee under the Reclassification Agreement; Board intends 12 directors, 9 independent (Newlands CEO + Richard & Robert Sands non-independent) if all nominees elected .
- Committees: None (not currently serving on standing committees) .
- Attendance: Board met 6 times in FY2025; each incumbent director standing for re-election attended ≥75% of Board/committee meetings; all standing directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Christopher Baldwin); executive sessions held at every regularly scheduled Board meeting .
- Independence and policies: Majority vote standard; mandatory retirement age 70 not applicable to Richard/Robert Sands; anti-pledging policy with carve-out for Sands family nominees; CGNR monitors permitted pledging quarterly .
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date FV) | Option Awards (NQSOs, grant-date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|
| FY2024 | $100,000 | $124,779 | $54,969 | $15,000 | $294,748 |
| FY2025 | $100,000 | $124,860 | $54,991 | $20,000 | $299,851 |
Notes:
- FY2025 “All Other” includes product allowance ($10,000) and company matches (charitable $5,000; PAC $5,000) for Richard Sands .
- Director cash retainer: $100,000 annually; Chair and committee chair premia apply to other roles but Richard does not hold chair roles .
Performance Compensation
Directors receive time-based equity; there are no performance-conditioned director awards or metrics. FY2025 cycle grants (for non-management directors, including Richard Sands):
- 734 NQSOs granted July 17, 2024, strike $248.23, 10-year term, vested 6 months post-grant; earlier vesting upon death, disability, or change-in-control .
- 503 RSUs granted July 17, 2024, vest on the first July 10th following grant; accelerated vesting upon death, disability, or change-in-control .
| Grant Date | Instrument | Quantity | Strike/Value | Vesting |
|---|---|---|---|---|
| 2024-07-17 | NQSOs | 734 | $248.23 strike; 10-year term | Vests at 6 months; accel on death/disability/CIC |
| 2024-07-17 | RSUs | 503 | $125,000 grant-date FV for the standard RSU award (program level) | Vests first July 10 post grant; accel on death/disability/CIC |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
- Interlocks/arrangements: WildStar (entity indirectly owned in part by Richard & Robert Sands) maintains nomination rights to designate two Board nominees until Nov 10, 2027 while owning ≥10% Class A; one nominee if ≥5% thereafter; replacement designation right if Sands nominee fails election in uncontested vote (subject to legal/listing requirements and reasonable Board approval) .
Expertise & Qualifications
| Skill | Evidence |
|---|---|
| Senior leadership | CEO, Chairman, EVP/COO/President roles over decades |
| Industry expertise | Beverage alcohol industry leadership; scaling portfolio across beer, wine, spirits |
| Brand building & marketing | Long-term brand portfolio expansion under his leadership |
| Human capital management | Long tenure managing large organizations |
Equity Ownership
- Beneficial ownership (as of Record Date, May 16, 2025):
- Class A: 20,617,039 shares (11.7% of Class A) .
- Class 1 stock options exercisable within 60 days: 280,275 shares .
- Includes 188,015 Class A shares held by RES Master LLC (trust for which Richard Sands is trustee and sole beneficiary); disclaims beneficial ownership except to extent of pecuniary interest; spousal holdings of 15,720 shares excluded by disclaimer .
- Sands Family Group: 21,283,429 Class A shares (12.0%); aggregate 8,567,965 Class A shares pledged as collateral by family investment vehicles (included in reported beneficial ownership) .
- Director stock ownership guidelines: 5× annual cash retainer within 5-year accumulation period; unvested RSUs count; stock options do not count. As of the Record Date, each non-management director met or was within the accumulation period, except Madero (due to share withholding) .
| Holder | Class A Shares | % Class A | Class 1 Options (≤60 days) |
|---|---|---|---|
| Richard Sands | 20,617,039 | 11.7% | 280,275 |
| Sands Family Group | 21,283,429 | 12.0% | — |
RED FLAGS:
- Pledging: Significant pledging by Sands Family Group permitted under carve-out; cap at ≈$4B until Nov 10, 2027, then ≈$3B CPI-adjusted until no Sands nominee on Board; CGNR monitors quarterly .
Related Party Transactions (Potential Conflicts)
- WildStar office space/services: WildStar (indirectly owned in part by Richard & Robert Sands) paid STZ $202,703 in FY2025 for office space and administrative services in Canandaigua, NY under arm’s-length terms .
- Rochester HQ lease: STZ paid $2,124,826 in FY2025 to an entity ~25% indirectly owned by an entity owned by Robert Sands (arm’s-length lease) .
- FY2024 additional related party spend: WildStar payments $322,922; Rochester HQ lease $2,541,912; Company paid $288,982 to hotel properties indirectly owned by trusts benefiting Sands descendants for corporate functions (market rates) .
| FY | Counterparty | Nature | Amount |
|---|---|---|---|
| 2025 | WildStar | Office space/services | $202,703 |
| 2025 | Entity (25% indirectly owned by Robert Sands-affiliated entity) | Rochester HQ lease | $2,124,826 |
| 2024 | WildStar | Office space/services | $322,922 |
| 2024 | Entity (25% indirectly owned by Robert Sands-affiliated entity) | Global HQ lease | $2,541,912 |
| 2024 | Hotel properties (trust beneficiaries: Sands descendants) | Events/lodging (market rates) | $288,982 |
Governance Process: All related-party transactions >$120,000 require CGNR pre-approval/ratification; conflicted directors do not vote; policy administered by Chief Legal Officer; CGNR prohibits transactions inconsistent with stockholder interests .
Director Compensation Structure Analysis
- Mix: Balanced cash and time-based equity; NQSOs vest quickly (6 months); RSUs annual vesting; no director performance metrics or PSUs (reduced alignment to performance vs executives) .
- Year-over-year change: Richard’s total compensation rose to $299,851 in FY2025 from $294,748 in FY2024, driven by modest increases in RSU/option grant-date values and higher “All Other” due to PAC match; core cash retainer unchanged ($100,000) .
- Ownership alignment: 5× retainer guideline; broad compliance; however, permitted pledging carve-out for Sands family introduces alignment risk despite CGNR monitoring .
Say-on-Pay & Shareholder Feedback
- Executive say-on-pay approval: ~97% support at 2024 Annual Meeting (advisory vote) .
- Stockholder engagement: IR and management engaged holders of ~45% of outstanding Class A shares in FY2025; Board informed of feedback; ongoing governance enhancements post-reclassification .
Governance Assessment
- Strengths:
- Deep institutional knowledge and industry leadership; long-term strategic builder of STZ’s portfolio .
- Independent Board Chair; majority-independent Board with standing committees fully independent; executive sessions at every meeting .
- Formal related party transaction policy with CGNR oversight; majority vote standard for director elections .
- Risks/RED FLAGS impacting investor confidence:
- Non-independence and nomination rights: Richard is a non-independent WildStar nominee with special replacement rights if a Sands nominee fails in an uncontested election (can weaken stockholder primacy) .
- Pledging exposure: Significant family-level stock pledging allowed under carve-out (up to ≈$4B value through 2027; ≈$3B thereafter), creating potential forced-sale risk in adverse scenarios; mitigated by CGNR quarterly monitoring but remains a notable overhang .
- Related-party transactions: Ongoing leases and services involving Sands-affiliated entities (albeit arm’s-length and CGNR-approved) can raise perceived conflicts .
- Mandatory retirement age exception: Age-70 retirement guideline does not apply to Richard/Robert Sands, extending tenure beyond typical governance norms .
Overall, Richard Sands provides unique strategic continuity and brand-building expertise, but his non-independent status, nomination/pledging carve-outs, and related-party transactions represent governance complexities that investors should monitor alongside CGNR enforcement and Board refreshment efforts .