Robert Sands
CONSTELLATION BRANDSAbout Robert Sands
Robert Sands (age 66) has served on Constellation Brands’ Board since 1990, previously holding senior executive roles including CEO (2007–2019), Executive Chairman (2019–2022), and Non‑Executive Chair (Nov 2022–Jul 2023) . He is nominated to the Board by WildStar under the Company’s Reclassification Agreement and is designated as a non‑independent director; he holds no committee assignments . The Board’s mandatory retirement age policy after age 70 does not apply to Robert Sands (and Richard Sands) per the governance guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands (STZ) | Non‑Executive Chair of the Board | Nov 2022 – Jul 2023 | Oversaw Board during transition to independent Chair . |
| Constellation Brands (STZ) | Executive Chairman of the Board | Mar 2019 – Nov 2022 | Led governance evolution post‑Reclassification; Sands family ceased executive roles . |
| Constellation Brands (STZ) | Chief Executive Officer | Jul 2007 – Feb 2019 | Led acquisition and buildout of Mexican beer business; premiumization strategy . |
| Constellation Brands (STZ) | President | Dec 2002 – Feb 2018 | Senior operating leadership . |
| Constellation Brands (STZ) | Chief Operating Officer | Dec 2002 – Jul 2007 | Operations leadership . |
| Constellation Brands (STZ) | Group President | Apr 2000 – Dec 2002 | Business unit leadership . |
| Constellation Brands (STZ) | CEO, International | Dec 1998 – Apr 2000 | International expansion . |
| Constellation Brands (STZ) | Executive Vice President | Oct 1993 – Apr 2000 | Senior management . |
| Constellation Brands (STZ) | General Counsel | Jun 1986 – May 2000 | Legal leadership . |
| Constellation Brands (STZ) | Vice President | Jun 1990 – Oct 1993 | Corporate leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships; none disclosed in past five years . |
Board Governance
- Independence status: Non‑independent; WildStar nominee under Reclassification Agreement .
- Committee assignments: None .
- Attendance: Board met six times in Fiscal 2025; each incumbent director standing for re‑election attended at least 75% of Board and applicable committee meetings; all directors standing for re‑election attended the 2024 Annual Meeting .
- Executive sessions: Held at every regularly scheduled Board meeting; includes non‑management and independent director sessions led by the independent Board Chair .
- Shareholder voting signal: At the July 17, 2024 Annual Meeting, Robert Sands received 127,727,868 For and 29,985,046 Against votes (153,780 abstentions; 11,463,235 broker non‑votes), indicating strong but materially lower support versus independent nominees .
- Family nomination rights: Sands family may nominate two directors through Nov 10, 2027 (≥10% ownership) and one thereafter at ≥5%; replacement right if a family nominee is not elected in an uncontested election .
- Overboarding guardrails: Corporate Governance Guidelines limit outside boards and audit committee memberships; annual review confirmed each nominee has sufficient time commitments (Apr 2025) .
Fixed Compensation
| Element | Fiscal 2025 Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Board member retainer; paid quarterly . |
| RSU grant (grant-date fair value) | $124,860 | Standard annual director RSU value . |
| Option grant (grant-date fair value) | $54,991 | Standard annual director NQSO value . |
| All other compensation | $19,750 | Product allowance ($10,000) plus charitable and PAC matching ($4,750 charitable; $5,000 PAC) . |
| Total | $299,601 | Sum of above . |
Program details (FY2025 cycle starting after 2024 AGM):
- Equity grants on July 17, 2024: 734 NQSOs at $248.23 exercise price, 10‑year term, vest 6 months (accelerated upon death/disability/change‑in‑control); and 503 RSUs vesting on the first July 10 following grant (accelerated upon death/disability/change‑in‑control) .
- Chair fees: Audit Chair +$25k, CGNR Chair +$17.5k, HRC Chair +$20k; Non‑Executive Board Chair +$185k; not applicable to Robert Sands .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Key Metrics | Vesting Schedule | Exercise/Term |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jul 17, 2024 | 503 | None; time‑based only | Vest first July 10 post‑grant; accel. on death/disability/CoC | N/A |
| NQSOs (annual director grant) | Jul 17, 2024 | 734 | None; value from stock price | Vest after 6 months; accel. on death/disability/CoC | $248.23 strike; 10‑yr term |
Notes: Director equity awards are time‑based; no PSU metrics apply to non‑management directors. All Fiscal 2025 director option awards fully vested during the year and were fully expensed; RSUs remained unvested at FY‑end (503 for each non‑management director) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None . |
| Prior public boards (5‑year) | None . |
| Interlocks | Sands family nomination rights and shared control positions in family entities (WildStar co‑GP; Astra Legacy LLC voting manager) impacting voting/disposition of STZ shares . |
Expertise & Qualifications
- Skills matrix: Senior Leadership; Industry; Brand Building & Marketing; Human Capital Management .
- Strategic impact: Led STZ’s transformation from regional wine to total beverage alcohol leader; acquisition and capacity build‑out in Mexico; portfolio premiumization .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 20,869,353 | 11.8% of Class A; includes shares held via Sands family entities; substantial shared voting/disposition power . |
| Class 1 stock options exercisable within 60 days | 296,185 | 91.6% of Class 1 due to small class size; Class 1 converts to Class A upon sale . |
| Options outstanding (director total at FY‑end) | 309,731 | Aggregate NQSO count outstanding for Robert Sands . |
| Unvested RSUs (FY‑end) | 503 | Standard annual director grant outstanding at FY‑end . |
| Pledged shares (family group) | 8,567,965 | STZ Class A pledged by Sands Family Group to secure obligations of family investment vehicles; subject to credit facility covenants and remedies . |
| Ownership guidelines | 5x annual cash retainer for non‑management directors; RSUs count; options do not; compliance met or within accumulation period (exception noted for Madero due to withholding) . |
Policy context:
- Anti‑pledging policy with a carve‑out permitting specified levels of pledging by Sands family nominees (up to ~$4B through Nov 10, 2027; then $3B CPI‑adjusted while a family nominee serves); CGNR monitors quarterly .
- Anti‑hedging policy applies to directors; clawback policy updated April 2023 for incentive‑based comp (company‑level) .
Fixed Compensation (Director Program Structure)
| Pay Element | Amount | Timing/Terms |
|---|---|---|
| Board member cash retainer | $100,000 | Quarterly . |
| RSU grant (GDFV) | $125,000 | Annual cycle post‑AGM . |
| NQSO grant (GDFV) | $55,000 | Annual cycle post‑AGM . |
Performance Compensation (Director Equity Mechanics)
| Metric/Feature | RSUs | NQSOs |
|---|---|---|
| Performance link | None (time‑based) | None (value from stock appreciation) |
| Vesting | First July 10 after grant; 3‑year cadence for time‑based RSUs to executives; directors single vest date | 6 months post‑grant; 10‑year term |
| Change‑in‑control | Accelerated vesting provisions | Accelerated vesting provisions |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 152,772,073 For; 4,726,105 Against; 368,516 Abstentions; 11,463,235 broker non‑votes—reflecting strong support for the Company’s executive compensation program .
- Proxy notes approximately 97% say‑on‑pay support at the 2024 Annual Meeting, viewed as affirmation of pay practices .
Related Party Transactions and Conflicts
| Transaction | FY Amount | Counterparty | Notes |
|---|---|---|---|
| Lease payments for Rochester HQ | $2,124,826 | Entity ~25% indirectly owned by an entity owned by Robert Sands | Arm’s‑length lease entered in FY2022; payments in FY2025 . |
| Office space/admin services | $202,703 | WildStar (indirectly owned in part by Richard and Robert Sands) | Arm’s‑length services; FY2025 total . |
Policy and oversight:
- CGNR Committee administers related‑party transaction policy (pre‑approval/ratification thresholds >$120,000; recusal for conflicted directors) .
- Anti‑pledging carve‑out for Sands family nominees; CGNR quarterly monitoring against limits .
Governance Assessment
- Strengths: Long‑tenured operator with deep beverage alcohol expertise and history of successful strategic execution (Mexican beer acquisition, capacity build‑out, premiumization) . Consistent Board executive sessions and majority‑vote standard support accountability . Shareholder support for compensation framework remains high .
- Concerns: Non‑independent status, family nomination rights, and significant pledged share exposure at the Sands Family Group introduce potential conflicts and financing‑related risk; the Board’s anti‑pledging carve‑out mitigates via hard caps and monitoring but remains a red flag for alignment risk . Related‑party transactions (lease and services) are material and require continued CGNR oversight to ensure arm’s‑length terms . Lack of committee membership limits direct governance contributions in specialized oversight areas .
RED FLAGS
- Pledging of 8,567,965 STZ Class A shares by Sands Family Group (credit facility remedies could include sale upon covenant breach) .
- Related‑party lease payments of $2,124,826 involving an entity tied to Robert Sands; services to WildStar $202,703 .
- Non‑independent designation with family nomination rights through 2027 .