Bradley M. Halverson
SYSCOAbout Bradley M. Halverson
Bradley M. Halverson, 65, has served as an independent director of Sysco since September 2016. He is Audit Committee Chair and a member of the Compensation & Leadership Development and Executive Committees. A former Group President, Financial Products & Corporate Services and CFO of Caterpillar Inc., he brings deep accounting, financial reporting, corporate finance, strategy, M&A, risk management, and international operations expertise to Sysco’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President, Financial Products & Corporate Services; Chief Financial Officer | 2013–2018 | Senior leadership over finance and corporate services; extensive oversight of strategy, risk, IT systems |
| Caterpillar Inc. | Vice President, Financial Services Division | 2010–2012 | Financial services leadership |
| Caterpillar Inc. | Corporate Controller | 2007–2010 | Accounting and financial reporting leadership |
| Caterpillar Overseas, S.A. (Europe) | Strategy & Planning Consultant; Controller | 1993–1996 | International strategy and financial control experience |
| PricewaterhouseCoopers LLP | Various roles prior to joining Caterpillar | Pre-1988–1988 | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constellation Energy Corporation (NASDAQ: CEG) | Director | 2022–present | Public company board service |
| Lear Corporation (NYSE: LEA) | Director | 2020–present | Public company board service |
| Satellogic Inc. (NASDAQ: SATL) | Director | 2022–2024 | Former directorship |
| Easterseals Central Illinois Foundation | Trustee; prior Chair/Treasurer | Various | Non-profit governance roles |
| U.S. Chamber of Commerce | Former Executive Committee member | — | Policy/advocacy leadership |
Board Governance
- Independence: The Board determined all nominees, other than the CEO, are independent under NYSE and Sysco categorical standards; this includes Halverson. The Board reviewed director relationships, noting some directors (including Halverson) serve on boards of companies with customer/supplier ties to Sysco but found no material relationships .
- Committees:
- Audit Committee (Chair): Oversight of independent auditors, accounting policies, capital structure, risk assessment and management, compliance/legal/regulatory, integrity of financial statements, and coordination with Sustainability Committee on sustainability disclosures; 11 meetings in FY2025 .
- Compensation & Leadership Development (Member): Oversees executive compensation design, employment/severance agreements, leadership development, succession planning, and consultant independence; 6 meetings in FY2025 .
- Executive Committee (Member): Acts in place of the Board between meetings when necessary; 0 meetings in FY2025 .
- Attendance and engagement: In FY2025, the Board held 8 meetings and committees held 31; overall attendance ~99%, and each director attended at least 75% of Board/committee meetings. Independent directors held executive sessions at all five regular Board meetings, presided over by the Lead Independent Director; 100% of the Board attended the 2024 annual meeting .
- Governance practices: Majority voting, proxy access, stock ownership requirements for directors/executives, regular executive sessions, limits on audit committee memberships, and robust lead independent director responsibilities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly to non-employee directors |
| Committee chair fee (Audit) | $30,000 | Paid quarterly to Audit Chair; explains Halverson’s $140,000 cash fees |
| Lead Independent Director fee | $100,000 | Not applicable to Halverson; informational |
| Perquisites | < $10,000 | Each non-employee director received < $10k; travel reimbursements subject to caps |
FY2025 Director Compensation (individual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bradley M. Halverson | $140,000 | $209,963 | $349,963 |
Performance Compensation
Director equity awards are time-based (not performance-based):
| Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance-Based? |
|---|---|---|---|---|
| Nov 15, 2024 | 2,801 | $209,963 (at $74.96 per share) | Vests in full on first anniversary | No; time-based restricted stock; dividend equivalents only if/when earned; change-in-control vesting on specified terminations within 24 months per plan |
Additional equity election/deferral features for directors:
- Directors may elect 10–100% of cash retainer in common stock (“elected shares”); immediate vesting, issued at year-end; deferral available under the 2009 Board Stock Deferral Plan .
- Halverson did not elect to receive retainer in stock during FY2025; some directors did .
Other Directorships & Interlocks
| External Board | Potential Sysco Relationship | Board’s Independence Determination |
|---|---|---|
| Constellation Energy (CEG); Lear (LEA) | Board noted some directors (including Halverson) serve on boards of companies with customer/supplier relationships to Sysco | After review, Board determined no material relationships; all non-employee nominees independent |
Expertise & Qualifications
- Deep expertise in accounting, financial reporting, and corporate finance; effective Audit Committee leadership .
- Significant experience in executive leadership, strategy development, M&A, risk management, IT systems oversight, and international business .
Equity Ownership
| Ownership Category | Shares | Notes |
|---|---|---|
| Directly owned | 25,868 | Sole voting/investment power unless indicated |
| Underlying restricted stock/RSUs vesting within 60 days | 2,801 | FY2025 grant vesting schedule |
| Total beneficially owned | 28,669 | <1% of outstanding shares (478,507,440) |
| Deferred shares | None | Halverson had no deferred shares; several other directors did |
| Options | None | No director options outstanding as of June 28, 2025 |
| Pledging/Hedging | Prohibited | Sysco Trading Policy prohibits pledging/hedging for directors and specified insiders |
| Ownership guidelines | 5x annual base retainer | All non-employee directors were in compliance or on track as of Sep 17, 2025 |
Governance Assessment
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Strengths:
- Audit Committee leadership with robust remit (financial reporting integrity, capital structure, risk and compliance oversight); active cadence (11 meetings FY2025) .
- Independent status affirmed; no material related-party transactions; strong stock ownership guidelines and compliance .
- High board/committee attendance and engagement; regular executive sessions; strong governance features (majority voting, proxy access, ownership requirements) .
-
Potential risks/RED FLAGS to monitor:
- External board interlocks where companies have customer/supplier relationships with Sysco; Board deemed immaterial, but ongoing monitoring warranted .
- Director equity is time-based (restricted stock) without performance conditions; mitigated by ownership guidelines and prohibition on hedging/pledging .
-
Broader signals:
- Strong Say-on-Pay support (93.80% in 2024) under CLD Committee oversight (Halverson is a member), indicating investor confidence in pay governance .
- Clear related-person transaction review process; none required disclosure for the period reviewed .