Ali Dibadj
Director at SYY
Board
About Ali Dibadj
Ali Dibadj (age 50) has served as an independent director of Sysco Corporation since January 2022 and sits on the Audit Committee and the Sustainability Committee . He is the Chief Executive Officer and a director of Janus Henderson Group plc (NYSE: JHG), bringing executive leadership, finance, risk management, M&A, and strategy expertise; Sysco’s Board also identifies him as an SEC “audit committee financial expert” . The Board has determined he is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus Henderson Group plc (JHG) | Chief Executive Officer; Director | 2022–present | Oversees global asset management; governance and sustainability perspective to SYY board |
| AllianceBernstein (AB) | CFO and Head of Strategy (prior: Head of Finance; Senior Research Analyst) | 2020–2022 CFO/Head of Strategy; with AB since 2006 | Finance, strategy, investor relations, risk; top-ranked consumer analyst (12x) |
| McKinsey & Company; Mercer (Oliver Wyman) | Management Consultant | ~10 years (prior to 2006) | Strategic and operational advisory experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Janus Henderson Group plc (NYSE: JHG) | CEO; Director | 2022–present | JHG (affiliates) own <5% of SYY; Board judged no material relationship and affirmed independence |
| Other public company boards (count) | — | — | Proxy summary lists “Other Company Boards: 1” for Dibadj |
Board Governance
- Committee assignments: Audit Committee member and Sustainability Committee member; not a chair .
- Financial expert designation: Board determined Mr. Dibadj meets SEC criteria as an “audit committee financial expert” (along with Halverson and Golder) .
- Independence: Board determined all nominees other than the CEO are independent; specifically reviewed his role as CEO of an asset manager owning <5% of SYY and found no material relationship .
- Attendance and engagement: FY2025 Board held 8 meetings; committees held 31; overall attendance ~99%; each director attended at least 75%. Independent directors held executive sessions at all 5 regular Board meetings .
- Committee activity: Audit Committee met 11 times; Sustainability Committee met 3 times in FY2025 .
- Governance safeguards: Limits on outside boards; majority voting; proxy access; regular executive sessions; ownership requirements for directors; robust related-party review .
Fixed Compensation
| Component | FY2025 Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair (Audit $30k; other chairs $20k) |
| Lead Independent Director fee | $0 | Not applicable (role held by Glasscock) |
| Equity grant (restricted stock) | $209,963 grant-date fair value | 2,801 shares granted Nov 15, 2024 at $74.96; vests in full on first anniversary |
| Total FY2025 director comp | $319,963 | Fees $110,000; Stock awards $209,963 |
| Elected shares in lieu of cash | 1,451 shares (FY2025) | Portion of retainer taken in stock; not deferred by Dibadj |
| Deferred compensation | None | Dibadj shows “none” in deferred stock account |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked director pay | None; non-employee director equity is time-vested restricted stock; no options or PSUs granted to directors in FY2025 |
| Clawback on director pay | Not specified for directors; clawback policy described for NEOs |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Review |
|---|---|---|---|
| Janus Henderson Group plc (NYSE: JHG) | CEO; Director | Not disclosed | Board reviewed that his firm owns <5% of SYY; determined independence; no material relationship |
Expertise & Qualifications
- Executive leadership in global asset management; finance and accounting; investor relations; risk management; M&A; strategy development .
- Consumer sector expertise from tenure as a top-ranked research analyst; enhances oversight of corporate strategy at SYY .
- Designated audit committee financial expert; strengthens financial reporting and risk oversight .
Equity Ownership
| Metric (as of Sep 17, 2025) | Amount | Notes |
|---|---|---|
| Shares owned directly | 9,952 | Includes elected shares from retainer |
| RSUs/restricted stock counted (vest ≤60 days) | 2,801 | Annual restricted stock (Nov 2024 grant) |
| Options exercisable (≤60 days) | 0 | No director options outstanding |
| Total beneficial ownership | 12,753 | <1% of shares outstanding |
| Shares pledged | Prohibited by company policy | Hedging and pledging are prohibited for directors |
| Director ownership guideline | 5x annual base retainer after 5 years of service | All non-employee directors in compliance or on track |
Governance Assessment
- Strengths: Independent; audit committee financial expert; meaningful ownership and elected shares in lieu of cash (alignment); strong board and committee attendance; policies prohibit hedging/pledging; robust related-party review found no transactions requiring disclosure .
- Potential watch items: Dual role as CEO and director of a large asset manager that owns <5% of SYY—Board assessed and maintained independence; monitor for evolving holdings or business ties; time commitments appear within board policy limits (“Other Company Boards: 1”; limits on additional boards) .
- Shareholder sentiment: Say‑on‑pay support was 93.80% in 2024, indicating broad investor confidence in compensation governance more broadly at SYY .
RED FLAGS: None identified in the proxy specific to Dibadj—no related-party transactions disclosed; no pledging/hedging; attendance thresholds met; compensation structure for directors is standard and primarily equity-based for alignment .