Francesca DeBiase
Director at SYY
Board
About Francesca DeBiase
Francesca DeBiase, age 59, has served as an independent director of Sysco since November 2023. She sits on the Audit Committee and the Sustainability Committee, bringing deep supply chain, sustainability, and finance expertise developed over a 30-year career at McDonald’s and prior audit experience at Ernst & Young; current public board service includes Norfolk Southern Corporation (NYSE: NSC) since 2023 . The Board has determined she is independent under NYSE standards, and overall Board attendance in FY2025 was ~99% with each director meeting the ≥75% attendance threshold; 100% of directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Corporate EVP, Chief Global Supply Chain Officer | 2020–2022 | Led global supply chain; risk and enterprise oversight presentations to board |
| McDonald’s Corporation | EVP, Chief Global Supply Chain & Sustainability Officer | 2018–2020 | Pioneered combined supply chain/sustainability operations and sustainable sourcing strategy |
| McDonald’s Corporation | SVP, Chief Global Supply Chain & Sustainability Officer | 2015–2018 | Developed sustainable sourcing across global supply chain |
| McDonald’s Corporation | Various leadership roles in supply chain and finance | 1991–2015 | International business experience, Europe residency |
| Ernst & Young LLP | Auditor, retail and consumer products | 1988 | Accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation (NYSE: NSC) | Director | 2023–present | Public company board experience |
| The Chicago Network | Board member; Chair | 2021–present; Chair since 2025 | Leadership in professional network |
| The Belizean Grove | Member | 2018–present | Senior women’s leadership forum |
| Metropolitan Planning Council (Chicago) | Board of Governors | 2018–2022 | Civic engagement |
| Quinlan School of Business, Loyola University Chicago | Board of Advisors | 2018–2021 | Business school advisory |
| Chicago Council on Global Affairs | Board member | 2020–2023 | Global policy engagement |
| McDonald’s Women’s Leadership Network | Executive Sponsor | 2015–2021 | Talent development advocacy |
Board Governance
| Committee | Role | FY2025 Meetings | Responsibilities (highlights) |
|---|---|---|---|
| Audit Committee | Member | 11 | Oversight of financial statements integrity, internal/external audit, compliance, risk assessment |
| Sustainability Committee | Member | 3 | Advises on sustainability strategy, goals, charitable/civic contributions |
- Independence: The Board determined all non-employee nominees, including Ms. DeBiase, are independent under NYSE standards and company guidelines .
- Attendance: FY2025 Board held 8 meetings; committees held 31. Overall attendance ~99% and each director attended ≥75%; independent directors met in executive session at all 5 regular Board meetings; 100% attended the 2024 Annual Meeting .
- Leadership structure: Combined Chair/CEO with a Lead Independent Director (Larry C. Glasscock) .
Fixed Compensation
FY2025 non-employee director compensation for Ms. DeBiase:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 110,000 |
| Stock Awards (grant-date fair value) | 209,963 |
| Total | 319,963 |
Notes:
- Cash includes retainer fees; Ms. DeBiase did not elect to receive shares in lieu of cash .
- Semler Brossy advised on non-employee director compensation; decisions recommended by Governance Committee and approved by the Board .
Performance Compensation
Equity awards and terms for FY2025:
| Award Type | Grant Date | Shares | Per-Share Fair Value | Total Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Restricted Stock (2018 Omnibus Incentive Plan) | Nov 15, 2024 | 2,801 | 74.96 | 209,963 | Vests in full on 1st anniversary of grant | Deferred receipt elected |
Additional terms:
- Change-in-control: Unvested director restricted stock vests upon certain terminations within 24 months following specified change in control .
- No director option grants in FY2025 .
- Deferral governed by the 2009 Stock Deferral Plan; distributions per plan rules (in-service date ≥1 year post-plan year, or upon death, cessation, or change of control) .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| Norfolk Southern (NSC) | Director | 2023–present | Board independence affirmed; no related person transactions required to be disclosed for period reviewed |
Expertise & Qualifications
- Executive leadership in global supply chain and sustainability, including pioneering combined supply chain/sustainability operations at McDonald’s and developing sustainable sourcing across global supply chain .
- Significant boardroom experience presenting and leading discussions on supply chain, enterprise risk, and sustainability; deep international exposure including residence in Europe .
- Accounting/audit and corporate finance knowledge from Ernst & Young and McDonald’s experience .
Equity Ownership
| Direct Shares | Indirect Shares | Options Underlying | RSUs/Restricted Stock Underlying | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| 3,101 | — | — | 2,801 | 5,902 | Less than 1% (*) |
- Director stock ownership guidelines: Non-employee directors are expected to attain and maintain ownership equal to 5x annual base retainer within five years; as of Sept 17, 2025, each non-employee director was in compliance or on track .
- Hedging/pledging: Directors are prohibited from hedging, short sales, trading in derivatives, and pledging Sysco securities; trades require pre-approval and adherence to blackout periods; directors must obtain CLO approval prior to trading .
- Clawbacks: Director restricted stock counted towards ownership may be subject to potential clawbacks; company maintains robust clawback policy (primarily applicable to executives) .
Governance Assessment
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Strengths:
- Independent director with relevant supply chain/sustainability expertise aligned to Sysco’s operational risk oversight needs; active Audit and Sustainability Committee membership with robust committee activity (11 Audit, 3 Sustainability meetings in FY2025) .
- Majority equity-aligned director pay via time-based restricted stock; strong ownership guidelines (5x retainer) and prohibitions on hedging/pledging enhance alignment with shareholders .
- Attendance and engagement metrics are strong at the Board level (overall ~99% attendance; executive sessions at all regular meetings) .
-
Potential conflicts and related-party exposure:
- The Board reviewed related person transactions since June 30, 2024 and determined none required disclosure; independence affirmed for all non-employee nominees, including Ms. DeBiase .
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RED FLAGS:
- None disclosed regarding related party transactions, hedging/pledging, option repricing, or attendance shortfalls; no director option grants in FY2025; change-in-control terms are double-trigger for accelerated vesting of director restricted stock .