Daniel J. Brutto
Director at SYY
Board
About Daniel J. Brutto
Independent director of Sysco Corporation since September 2016; age 69. Former President of UPS International and Senior Vice President at UPS with nearly 40 years of logistics and global operations experience; prior executive roles include Executive Chairman of Radial, Inc. and Vice Chairman of eBay Enterprise/Innotrac. Core credentials: global supply chain management, strategy, risk oversight, and sustainability leadership; chairs Sysco’s Sustainability Committee and serves on Corporate Governance & Nominating and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | President, UPS International; SVP | 2008–2013 | Led global operations; deep supply chain risk oversight |
| UPS | President, Global Freight Forwarding | 2006–2007 | Global logistics execution |
| UPS | Corporate Controller | 2004–2006 | Finance, controls |
| Radial, Inc. | Executive Chairman | 2016–2017 | Oversaw fulfillment and customer care technology |
| eBay Enterprise/Innotrac | Vice Chairman | 2015–2016 | E-commerce operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (NYSE: ITW) | Director | 2012–present | Not disclosed |
| UNICEF | Board member | 2009–2020 | Not disclosed |
| U.S. China Council | Board member | 2008–2013 | Not disclosed |
| Guangdong Economic Council | Council member | 2010–2013 | Not disclosed |
| Turkey Economic Advisory Council | Council member | 2008–2013 | Not disclosed |
| World Economic Forum | Delegate (Davos) | 2009–2013 | Not disclosed |
Board Governance
- Committee assignments: Sustainability (Chair); Corporate Governance & Nominating; Executive .
- FY2025 committee meeting frequency: Sustainability 3; Corporate Governance & Nominating 7; Executive 0 .
- Independence: Board determined Brutto is independent under NYSE and Sysco categorical standards; all nominees other than CEO are independent .
- Attendance and engagement: Board held 8 meetings; overall attendance ~99%; each director attended ≥75% of Board and committee meetings; all directors attended 2024 Annual Meeting .
- Executive sessions: independent directors met in executive session at all 5 regular Board meetings (presided by Lead Independent Director) .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Sustainability | Chair | 3 |
| Corporate Governance & Nominating | Member | 7 |
| Executive | Member | 0 |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Standard non-employee director retainer |
| Committee chair fee (Sustainability) | 20,000 | Paid quarterly |
| Total cash fees earned (Brutto) | 130,000 | Includes elected shares in lieu of cash where applicable |
- Director cash/equity program (non-employee directors): cash retainer $110,000; committee chair fees—Audit $30,000; CLD $20,000; Governance $20,000; Sustainability $20,000; Technology $20,000; Lead Independent Director $100,000; annual restricted stock grant valued at $210,000, vesting on first anniversary .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-date Fair Value ($/sh) | Total Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (annual grant) | Nov 15, 2024 | 2,801 | 74.96 | 209,963 | Vests 1st anniversary of grant |
| Elected shares (cash retainer taken in stock) | Quarterly FY2025 | 347 (Brutto) | Various (closing price per quarter) | Included in cash fees, not in stock awards | Vested when credited; issued year-end unless deferred |
- Directors may defer receipt of elected or restricted shares under the 2009 Board Stock Deferral Plan; unvested restricted stock fully vests at death; change-in-control provides specified vesting per plan .
Other Directorships & Interlocks
| Company | Relationship to Sysco | Notes |
|---|---|---|
| Illinois Tool Works (ITW) | External directorship | Board independence review did not identify Brutto with material relationships impacting independence . |
| Related party transactions | None disclosed | Governance Committee/Board reviewed FY2025 transactions; none required disclosure . |
Expertise & Qualifications
- Executive leadership across strategy, operations, logistics, marketing, and finance from near-40-year UPS career .
- Significant supply chain risk oversight; sustainability and responsible growth oversight experience via public company boards and committee leadership .
- Brings global operations perspective and sustainability governance to Sysco’s Board .
Equity Ownership
| Category | Shares | % Outstanding |
|---|---|---|
| Directly owned | 32,766 | * |
| RSUs expected to vest within 60 days of record date | 2,801 | * |
| Total beneficial ownership | 35,567 | * (less than 1%) |
| Deferred stock account (incl. dividend equivalents) | 3,743 | n/a |
| FY2025 elected shares in lieu of cash (credited) | 347 | n/a |
- Director stock ownership guidelines: minimum holding equal to 5x annual base retainer; all non-employee directors in compliance or on track within 5-year timeframe as of Sept 17, 2025 .
- Hedging and pledging prohibited for directors; trading requires pre-approval and adherence to blackout windows/Rule 10b5-1 .
Governance Assessment
- Strengths: independent status; chairs Sustainability in a year with expanding sustainability disclosures and oversight coordination with Audit; broad global logistics expertise aligned to Sysco’s distribution network; high Board/committee attendance and full Annual Meeting participation; strong director ownership guidelines and prohibitions on hedging/pledging enhance alignment .
- Compensation mix and alignment: FY2025 cash fees $130,000 and equity award $209,963 (approx. 38% cash / 62% equity), reinforcing long-term alignment without option grants; ability to elect cash retainer in stock used by Brutto (347 shares) .
- Conflicts: Board independence review identified several directors with customer/supplier ties but did not flag Brutto; no related-party transactions disclosed across FY2025 .
- Board process: annual self-evaluations, periodic 360-degree individual director reviews, regular executive sessions; lead independent director framework offsets combined Chair/CEO structure .
- Shareholder signals: Say-on-Pay approval 93.80% in 2024 indicates support for compensation governance; sustained emphasis on clawbacks, ownership, and anti-hedging/pledging policies enhances investor confidence .
RED FLAGS: None disclosed for Brutto regarding related-party exposure, hedging/pledging, low attendance, or delinquent filings; Section 16(a) compliance was timely for FY2025 .