William Giles
CONSTELLATION BRANDSAbout William Giles
William Giles (age 65) is an independent director of Constellation Brands (STZ) since 2023. He served as CFO and Executive Vice President at AutoZone (2007–2020) after joining as CFO in 2006, and previously held senior finance roles at Linens ‘n Things (1991–2006), Melville, Inc., and PricewaterhouseCoopers. He holds a B.S. in Accounting and Management from Alfred University. Key skills include senior leadership, finance and capital allocation, accounting and financial reporting, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoZone (NYSE: AZO) | Chief Financial Officer; EVP – Finance, IT, Store Development, Customer Satisfaction | 2007–Dec 2020 (joined 2006 as CFO) | Led finance, IT and store development; public company CFO experience |
| Linens ‘n Things | Executive Vice President & Chief Financial Officer | 1991–May 2006 | Retail finance leadership |
| Melville, Inc.; PricewaterhouseCoopers | Various roles | Pre-1991 | Early career in retail and public accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brinker International (NYSE: EAT) | Director; Audit Committee Chair; Compensation Committee Member | Ongoing | Designated audit committee financial expert; chaired audit oversight |
| Floor & Decor (NYSE: FND) | Director; Audit Committee Chair | Ongoing | Chairs audit; financial oversight |
| Autism Speaks | Board Member | Ongoing | Non-profit governance |
| Alfred University | Board of Trustees Member | Ongoing | Education governance |
Board Governance
- STZ committee assignments: Human Resources Committee member .
- Independence: Board affirmed Giles is independent under NYSE standards (April 2025 review) .
- Attendance: In Fiscal 2025 the Board met 6 times; 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 . In Fiscal 2024 the Board met 8 times; each incumbent director standing for re‑election attended at least 75% of applicable meetings; all directors standing for re‑election attended the 2023 Annual Meeting .
- Executive sessions: Non‑management and independent directors meet periodically in sessions without management .
- Cybersecurity oversight resides with the Audit Committee (receives regular CISO/CDIO updates) .
Fixed Compensation
STZ non‑management director compensation structure (annual cycle beginning after the Annual Meeting) and Giles’s Fiscal 2025 compensation:
| Component | Giles Amount ($) | Program Details |
|---|---|---|
| Annual cash retainer | 100,000 | Board member cash retainer $100,000; Audit Chair +$25,000, HRC Chair +$20,000, CGNRC Chair +$17,500; Board Chair $185,000 |
| RSU grant (grant-date fair value) | 124,860 | Annual RSU award $125,000; 503 RSUs granted July 17, 2024; vest on first July 10 following grant; earlier vesting on death, disability, change-in-control |
| Nonqualified stock options (grant-date fair value) | 54,991 | Annual NQSO $55,000; 734 options at $248.23 exercise price; 10-year term; vest 6 months from grant date |
| Product allowance | 10,000 | Annual product allowance $10,000; charitable and PAC contribution matching up to $5,000 each per calendar year |
| Total | 289,851 | FW Cook advises the Board on director compensation; independence affirmed; 2024 adjustment increased Audit Chair retainer by $5,000 |
Performance Compensation
Directors do not receive performance‑based incentive compensation at STZ; equity awards are time‑based.
| Equity Element | Vesting | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|
| RSUs (annual grant) | Vest on first July 10 following grant | None (time‑based only) | Earlier vesting upon change‑in‑control, death, or disability |
| NQSOs (annual grant) | Vest 6 months from grant; 10‑year term | None (time‑based only) | Earlier vesting upon change‑in‑control, death, or disability |
Other Directorships & Interlocks
- Concurrent service at Brinker (restaurants) and Floor & Decor (retail) provides cross‑industry audit leadership; STZ’s independence assessment found director relationships immaterial and affirmed independence for Giles .
- Non‑profit governance (Autism Speaks) and academic trusteeship (Alfred University) broaden oversight experience .
Expertise & Qualifications
- STZ identifies Giles’s key skills: senior leadership; finance and capital allocation; accounting and financial reporting; human capital management .
- Education: B.S. in Accounting and Management, Alfred University .
Equity Ownership
| Ownership/Guidelines | Detail |
|---|---|
| Unvested RSUs at FY2025 year-end | Each non‑management director (except Ms. Schmeling upon resignation) held 503 unvested RSUs |
| Options outstanding (FY2025) | Giles: 1,392 options outstanding at FY2025 year‑end |
| Stock ownership guideline | Directors expected to hold stock interests valued at 5x annual cash retainer within 5 years; RSUs count, unexercised options do not; as of Record Date, all non‑management directors had met the guideline or were within the initial 5‑year accumulation period, except Mr. Madero (due to mandatory RSU tax withholding) |
Governance Assessment
- Strengths:
- Independence and broad financial expertise; active Human Resources Committee member at STZ .
- Extensive audit leadership as Audit Committee Chair at Brinker and Floor & Decor enhances oversight of financial reporting and risk controls .
- STZ director pay structure mixes cash and equity with time‑based vesting, aligning with long‑term shareholder interests; modest product allowance and transparent matching programs .
- Board attendance thresholds met; robust committee oversight and periodic executive sessions support governance quality .
- Watch‑items:
- Multiple board commitments require continued monitoring of time availability (no issues flagged by STZ independence review) .
- Director equity awards are time‑based (no performance metrics), consistent with market practice but may draw scrutiny from investors favoring performance‑conditioned director compensation; STZ’s use of equity retainer aligns ownership .
Overall, Giles brings deep CFO and audit expertise, cross‑industry board experience, and meets STZ’s independence and ownership expectations—supporting board effectiveness and investor confidence .