Samuel J. Glaetzer
CONSTELLATION BRANDSAbout Samuel J. Glaetzer
Samuel J. Glaetzer, age 50, is Executive Vice President and President, Wine & Spirits Division at Constellation Brands (STZ) since March 2024, after leading global operations and international sales within the division and earlier roles spanning production and regional leadership; prior to STZ he held increasing responsibilities at Treasury Wine Estates from 1996–2014 . In fiscal 2025, his division achieved ~92% of Net Sales and ~92% of Comparable EBIT targets; his annual bonus paid at 55.8% of target ($240,187) reflecting tougher Wine & Spirits conditions, while enterprise FCF outperformed at 200% of target . Company-level performance benchmarks shaping his compensation included Net Sales of $10,208.7mm and Comparable EBIT of $3,497.9mm, with no payout of the FY2023–2025 relative TSR PSUs (16th percentile vs S&P 500) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation Brands (Wine & Spirits Division) | EVP & President | Mar 2024–present | Leads portfolio repositioning toward higher-end brands and omni-channel expansion . |
| Constellation Brands (Wine & Spirits Division) | SVP, Global Operations & International Sales | Mar 2021–Mar 2024 | Oversaw global operations and international sales for Wine & Spirits . |
| Constellation Brands (Wine & Spirits Division) | SVP, Global Operations (Wine & Spirits) | Sep 2018–Mar 2021 | Managed end-to-end operations across the division . |
| Constellation Brands (Wine & Spirits Division) | SVP, Production (Wine & Spirits) | May 2016–Sep 2018 | Led production functions across Winery network . |
| Constellation Brands (NZ & Australia) | President & Managing Director | Mar 2014–May 2016 | Ran regional P&L and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Treasury Wine Estates (and predecessors) | Various leadership roles | 1996–2014 | Built deep industry operations and international experience in wine . |
Fixed Compensation
| Component (FY2025) | Value | Notes |
|---|---|---|
| Base Salary | $550,000 | Set upon promotion to President, Wine & Spirits . |
| Target Bonus (% of Base) | 80% | Under AMIP; division and enterprise metrics . |
| Actual Bonus Paid | $240,187 | Paid at 55.8% of target . |
| Perquisites & Other Personal Benefits | $78,126 | Includes corporate aircraft ($37,267), product allowance, security program, etc. . |
| Company NQSP Contribution | $8,195 | Nonqualified deferred contribution . |
| SERP Aggregate Balance | $6,093 | Frozen supplemental plan balance . |
| NQSP Aggregate Balance | $21,779 | NQSP account value at FYE . |
Performance Compensation
Annual Management Incentive Program (AMIP) – FY2025
| Metric | Weight | Target | Actual/Achievement | Payout % | Notes |
|---|---|---|---|---|---|
| Net Sales – Consolidated | 20% | $10,635.7mm | $10,208.7mm (96.0%) | 0.0% | Threshold 96.5%, target 100% . |
| Net Sales – Wine & Spirits Division | 20% | $1,806.4mm | $1,668.9mm (below threshold) | 0.0% | Threshold 96.5% . |
| Comparable EBIT – Consolidated | 20% | $3,553.0mm | $3,497.9mm (98.4%) | 78.9% | Threshold 94.5%, max 105.5% . |
| Comparable EBIT – Wine & Spirits Division | 20% | $388.3mm | $355.6mm (below threshold) | 0.0% | Threshold 95.0% . |
| Free Cash Flow – Consolidated | 20% | $1,540.0mm | $1,938.1mm (125.9%) | 200.0% | Max 120% of target . |
| Weighted AMIP Payout | — | — | — | 55.8% | Result for Glaetzer . |
Long-Term Incentives (granted April 25, 2024; FY2025 cycle)
| Award Type | Target Value | Vesting | Performance Metrics |
|---|---|---|---|
| PSUs | $762,500 | 3-year performance; service through May 1, 2027 | 50% organic net sales CAGR (6%/7%/8% threshold/target/max); 50% relative TSR vs S&P 500 Food, Beverage & Tobacco (25th/50th/75th percentile) . |
| RSUs | $457,500 | 33% annually each May 1 over 3 years | Time-based. |
| NQSOs (Class 1 Stock) | $305,000 | 33% annually over 3 years; 10-year term; exercise price $261.71 | Options have value only if stock rises above strike . |
Prior PSU outcome (FY2023–FY2025)
| Program | Metric | Result | Payout |
|---|---|---|---|
| PSUs granted Apr 21, 2022 | Relative TSR vs S&P 500 Index | ~16th percentile | No units earned . |
Equity Ownership & Alignment
| Ownership (Record Date: May 16, 2025) | Shares | Notes |
|---|---|---|
| Class A Common Stock – Beneficially Owned | 3,126 | Sole voting/dispositive power unless noted . |
| Class 1 Stock – Options Exercisable within 60 days | 21,902 | Convertible at sale into Class A . |
| Unvested RSUs (selected grants) | 1,749 (2024 RSU) | 33% annual vesting from May 1, 2024 . |
| Unearned PSUs (in-flight) | 1,457 (2024 PSU) | Performance window FY2025–FY2027 . |
| Options (exercisable/unexercisable, key strikes) | 1,659 @ $172.09; 2,446 @ $228.26; 3,390 @ $207.48; 6,592 @ $153.02; 2,607/869 @ $238.31; 1,462/1,462 @ $254.21; 463/924 @ $224.38; 0/3,661 @ $261.71 | Mix of vested/unvested; 10-year terms . |
| FY2025 Option Exercises & Stock Vested | 1,119 options exercised; 1,787 shares vested; $98,286 option value realized; $468,762 stock vest value | RSU/PSU vest values reflect share price at vest . |
- Alignment policies: Executives must hold stock equal to 3x base salary; assessed at least annually; each NEO met guideline or is within the five-year accumulation period as of record date . Hedging is prohibited and pledging by executives/directors is banned (exception only for certain Sands family nominees within strict caps) .
- Option overhang and selling pressure: With NYSE closing price of $175.50 on Feb 28, 2025, option strikes at $224.38–$261.71 are out-of-the-money, limiting near-term exercise/selling incentives; older $153.02 and $172.09 tranches are in-the-money but modest in size .
Employment Terms
| Term | Provision | Specifics / Amounts |
|---|---|---|
| Agreement Year Signed | 2024 | Auto-renews annually unless non-renewal notice ≥180 days . |
| Severance – Qualifying termination (Good Reason or without Cause) | Cash severance | 2x base salary + 2x average annual bonus (prior 3 FYs); medical/dental monthly cost for 24 months; outplacement up to 18 months . |
| Change-in-Control Treatment | Double trigger | If awards assumed/replaced, involuntary termination w/o Cause or Good Reason within 24 months: NQSOs/RSUs fully vest; PSUs vest at target . |
| Restrictive Covenants | Non-compete & Non-solicit | Non-compete 2 years; non-solicit 12 months; confidentiality protections . |
| Excise Tax | Best-net cutback | No tax gross-ups; payments reduced only if beneficial after-tax . |
| Clawback & Hedging/Pledging | Mandatory clawback; hedging/pledging prohibited | Dodd-Frank compliant clawback for 3 years on restatement; no hedging; pledging prohibited for executives/directors . |
Severance Illustrative Values (as of Feb 28, 2025)
| Component | Amount |
|---|---|
| Severance Pay | $1,494,711 |
| Medical & Dental (24 months) | $16,402 |
| Outplacement Services | $55,000 |
| Total | $1,566,113 |
Performance Compensation – Detailed Design
| Element | Weighting | Targets | Payout Curve | Vesting |
|---|---|---|---|---|
| AMIP Net Sales (Consolidated & Division) | 40% total (20% each) | Enterprise $10,635.7mm; W&S $1,806.4mm | 0% <96.5%; 100% at 100%; 200% at 103.5% | Annual cash . |
| AMIP Comparable EBIT (Consolidated & Division) | 40% total (20% each) | Enterprise $3,553.0mm; W&S $388.3mm | 0% <94.5–95.0%; 200% ≥105–105.5% | Annual cash . |
| AMIP FCF (Consolidated) | 20% | $1,540.0mm | 0% <80%; 200% ≥120% | Annual cash . |
| PSUs (FY2025 grant) | 50% TSR; 50% organic net sales CAGR | TSR percentile; CAGR thresholds | 50–200% payout; TSR capped at target if absolute TSR negative | Earn-out after FY2027; service to May 1, 2027 . |
Investment Implications
- Pay-for-performance alignment: Division underperformance drove a below-target AMIP (55.8% of target), while strong enterprise FCF lifted overall payout—signaling balanced incentives across controllable division and enterprise levers . Relative TSR PSU non-earn for FY2023–2025 underscores downside sensitivity to market-relative performance .
- Retention and selling pressure: Most option tranches have strikes above current levels (out-of-the-money), limiting near-term exercise-driven selling; severance is moderate with a double-trigger CoC structure, supporting retention while avoiding single-trigger windfalls .
- Alignment and governance: Strict anti-hedging and anti-pledging policies, mandatory clawback, and stock ownership guidelines (3x salary for EVPs, with compliance or within accumulation window) enhance shareholder alignment and mitigate governance risk; historical say-on-pay support is strong (97% FY2024) .
- Execution risk: Wine & Spirits turnaround remains a focus; division AMIP miss highlights continued category headwinds and destocking pressure noted in company CD&A—investors should monitor division KPIs tied to Net Sales/Comparable EBIT recovery and PSU organic net sales CAGR trajectory .
Key quantitative disclosures above are extracted from Constellation Brands’ 2025 DEF 14A and 2025 Form 10-K filings with citations in each table cell.