Alison Kenney Paul
Director at SYY
Board
About Alison Kenney Paul
Alison Kenney Paul (age 67) has served on Sysco’s Board since January 2022 and is currently Managing Director, Global Alliances at Google, Inc. She is an independent director and chairs the Compensation & Leadership Development (CLD) Committee, with additional membership on the Corporate Governance & Nominating Committee . Her background spans senior leadership at Deloitte and technology-led growth initiatives, positioning her as a governance-oriented leader with expertise in digital technology, retail, and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Vice Chairman; Leader, U.S. Retail & Wholesale Distribution | 2008–2021 | Led large-scale retail/consumer advisory; experience in governance, talent, global operations |
| Deloitte | Senior Manager, Consumer & Retail (Strategy & Operations) | 2002–2008 | Strategic and operational advisory to leading consumer companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Women’s Forum (SoCal) | President Elect/Vice President | 2025–present | Leadership in executive network |
| Girls, Inc. (National Board) | Director | 2017–2024 | Not-for-profit serving >150k girls annually |
| National Retail Federation | Board Member | 2013–2018 | Industry association governance |
| Deloitte | Nominating Committee Member | 2020–2021 | Governance committee service |
| Network of Executive Women (CPG/Retail) | Co‑Founder and President | 2003–2013 | Founded industry group; leadership role |
Board Governance
- Committee assignments: Chair, Compensation & Leadership Development; Member, Corporate Governance & Nominating .
- Independence: Board determined Ms. Paul is independent under NYSE and company categorical standards; no material relationships with Sysco; all non-employee directors are independent .
- Attendance: In FY2025 the Board held 8 meetings; committees held 31; overall attendance ~99%; each director attended at least 75%; 100% of directors attended the 2024 Annual Meeting .
- Committee activity levels: CLD Committee met 6 times; Corporate Governance & Nominating Committee met 7 times in FY2025 .
- Executive sessions: Independent directors met in executive session at all 5 regular Board meetings (Lead Independent Director presiding) .
- CLD Committee responsibilities: Oversees executive compensation philosophy, sets CEO and senior officer compensation, approves equity awards, reviews employment/severance agreements, oversees human capital and succession, evaluates consultant independence .
- Governance practices: Majority voting for directors; tender-resignation policy; proxy access; stockholder right to call special meetings; stock ownership requirements; periodic 360° individual director performance evaluations .
Fixed Compensation
| Component | FY2025 Details | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid quarterly |
| Committee Chair Fee (CLD) | $20,000 | Paid quarterly |
| Total Cash (FY2025) | $130,000 | Matches retainer + chair fee |
| Elected Shares in Lieu of Cash | 220 shares credited during FY2025 | Vested on credit; issued end of calendar year unless deferred |
| Other Compensation | < $10,000 (perquisites) | Travel reimbursements and discounts subject to caps |
Performance Compensation
| Equity Component | Grant | Amount/Terms | Vesting |
|---|---|---|---|
| Annual Restricted Stock (RS) | Nov 15, 2024 | 2,801 shares; $74.96 per share; $209,963 grant date fair value | Vests in full on first anniversary of grant date |
| Change-in-Control Terms | — | Unvested RS vests upon certain terminations within 24 months following specified change in control | As specified in plan |
- Directors do not receive performance-conditioned awards (no director options in FY2025; equity is time-based restricted stock) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | 0 (none) |
| Organizational affiliations | Service on external non-profit/industry boards as listed above |
| Potential interlocks with Sysco customers/suppliers | Board-level independence review noted some directors (including Ms. Paul) serve as directors of charitable organizations that are customers of Sysco; Board found no material relationships and affirmed independence |
| Related party transactions | Governance Committee and Board reviewed since June 30, 2024; none required disclosure under SEC rules |
Expertise & Qualifications
- Executive leadership across technology and professional services; finance, governance, HR/talent, global operations, marketing/sales, strategy, digital technology/cybersecurity .
- Advises consumer product industry on business development and strategic initiatives; brings insight to Sysco’s growth strategy .
- Board’s skills matrix highlights digital technology/cybersecurity, strategy, risk oversight, sustainability, and public company experience among nominees collectively .
Equity Ownership
| Ownership Category | Shares | % of Outstanding |
|---|---|---|
| Directly owned | 6,863 | * |
| RSUs (vesting within 60 days of record date) | 2,801 | * |
| Total beneficial ownership | 9,664 | * |
- Elected shares: 220 credited from retainer election; issued end of calendar year unless deferred .
- Director stock ownership guideline: minimum 5x annual base retainer after five years; all non-employee directors are in compliance or on track as of Sept 17, 2025 .
- Hedging/pledging restrictions: Directors are prohibited from hedging or pledging Sysco stock per Securities Trading Policy and highlighted governance profile .
Governance Assessment
- Committee leadership effectiveness: As CLD Committee Chair, Ms. Paul led pay-for-performance oversight; 2024 Say‑on‑Pay support was 93.80% indicating investor confidence in compensation governance . FY2025 AIP paid at 66.34% reflecting below-target outcomes and disciplined payout policy . FY2026 AIP weightings sharpened focus on financial/SBO metrics, removing the Engagement Improvement metric to tighten alignment with priorities .
- Independence and conflicts: Board reaffirmed Ms. Paul’s independence; comprehensive related person review found no disclosable transactions; prohibitions on hedging/pledging strengthen alignment .
- Attendance and engagement: High Board and committee activity (8 Board meetings; 31 committee meetings) with ~99% attendance underscores active oversight; independent director executive sessions at all regular meetings .
- Compensation consultant independence: Semler Brossy serves as independent advisor to CLD; independence affirmed; robust benchmarking and pay-for-performance testing conducted .
- RED FLAGS to monitor: Combined Chair/CEO structure remains a governance debate at Sysco; however, a robust Lead Independent Director role with detailed responsibilities and fully independent CLD/Governance/Audit committees mitigate risks . A 2025 shareholder proposal sought separation of Chair/CEO roles; Board recommended against, emphasizing flexibility and strong lead director oversight .
Security Ownership Note: * indicates less than 1% of outstanding shares .