John M. Hinshaw
Director at SYY
Board
About John M. Hinshaw
Independent director since April 2018; age 55. Former Group Chief Operating Officer of HSBC Group Management Services and senior technology/operations executive at Hewlett Packard/HPE, Boeing, and Verizon, with deep expertise in IT, cybersecurity, and large-scale operations. Currently chairs Sysco’s Corporate Governance & Nominating Committee and serves on Compensation & Leadership Development, Executive, and Technology Committees; assessed by the Board as independent under NYSE and company categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Group Management Services, Ltd. | Group Chief Operating Officer | 2020–2024 | Led global operations transformation |
| Hewlett Packard Company / Hewlett Packard Enterprise | EVP, Technology & Operations; Chief Customer Officer (HPE) | 2011–2016 | Enterprise technology/operations leadership |
| The Boeing Company | VP & GM, Boeing Information Solutions; Chief Information Officer | 2007–2011 | Enterprise IT, information security leadership |
| Verizon Communications | Senior roles incl. SVP & CIO, Verizon Wireless | 14 years | Oversaw IT for wireless carrier |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genpact Ltd (NYSE: G) | Director | 2025–present | Current public company directorship |
| Illumio, Inc. | Director | 2018–present | Cybersecurity company (private) |
| SingleStore, Inc. | Director | Since Sept 2024 | Private database company (private) |
| The Bank of New York Mellon (NYSE: BK) | Director | 2014–2019 | Prior public board |
| DocuSign, Inc. (NASDAQ: DOCU) | Director | 2014–2020 | Prior public board |
| Blackbird Vineyards LLC | Proprietor | Ongoing | Private business interest |
Board Governance
- Committees: Chair, Corporate Governance & Nominating; member, Compensation & Leadership Development; Executive; Technology .
- Committee meeting cadence FY25: Governance (7), CLD (6), Technology (4), Executive (0) .
- Independence: Board determined Hinshaw is independent; reviewed relationships including prior executive service at a bank providing lending to Sysco and service as director of a Sysco supplier—none deemed material under NYSE standards and company guidelines .
- Attendance: Board held 8 meetings in FY25; overall attendance ~99%, each director ≥75%; independent directors met in executive session at all 5 regular board meetings .
- Shareholder engagement: Governance Chair (Hinshaw) participated in investor meetings alongside Lead Independent Director; reached holders of ~38% of institutionally held shares in the prior year .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (standard) | $110,000 | $110,000 |
| Committee chair fee (Governance) | $20,000 | $20,000 |
| Cash fees earned (Hinshaw) | $112,500 | $130,000 |
| Other compensation (perqs) | <$10,000 for all non-employee directors | <$10,000 for all non-employee directors |
| Expense reimbursement policy | Travel/product discounts; subject to caps | Travel/product discounts; subject to caps |
Notes:
- No meeting fees disclosed; directors may elect to receive retainer in stock rather than cash under the 2018 Omnibus Incentive Plan .
- Hinshaw did not elect to receive retainer shares in FY2024–FY2025; some directors did .
Performance Compensation
Non-employee director equity is time-based restricted stock (no performance conditions).
| Equity Award Detail | FY2024 | FY2025 |
|---|---|---|
| Annual RS grant date | Nov 17, 2023 | Nov 15, 2024 |
| Shares granted (Hinshaw) | 2,900 | 2,801 |
| Grant-date price | $70.67 | $74.96 |
| Grant-date fair value | $204,943 | $209,963 |
| Vesting | 1-year cliff | 1-year cliff |
| Deferral election (Hinshaw) | Deferred RS receipt | Deferred RS receipt |
| Options to directors | None | None |
Plan terms:
- Directors may defer stock (annual RS or elected shares) under the Board Stock Deferral Plan; dividend equivalents accrue on deferred awards and are delivered in stock units; change-in-control provides double-trigger vesting for RS awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Genpact Ltd (NYSE: G) |
| Prior public boards | BNY Mellon (2014–2019); DocuSign (2014–2020) |
| Private boards | Illumio (2018–present); SingleStore (since Sept 2024) |
| Potential interlocks | Board noted service as director of a Sysco supplier and prior executive officer of a bank lending to Sysco; both reviewed and not material for independence |
Expertise & Qualifications
- Technology and cybersecurity oversight; large-scale enterprise IT/operations leadership across HSBC, HP/HPE, Boeing, Verizon .
- Corporate governance leadership as Governance Committee Chair; experience overseeing sustainability and executive compensation matters from prior public board service .
- Supply chain and operations experience relevant to Sysco’s global distribution network .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly (Hinshaw) | 20,124 |
| Deferred stock account (incl. dividend equivalents) | 20,094 shares |
| Unvested director RS outstanding (as of FY2025 YE) | 2,801 |
| Percent of outstanding shares | <1% |
| Director stock ownership guideline | 5× annual base retainer; directors either compliant or on track within 5 years (as of Sept 17, 2025) |
| Hedging/pledging | Prohibited for directors under Securities Trading Policy |
Governance Assessment
- Board effectiveness: Hinshaw strengthens board oversight of technology/cybersecurity and governance; active leadership as Governance Chair enhances board evaluation, refreshment, succession, and related-party oversight .
- Independence and conflicts: Board’s annual review found no related-person transactions requiring disclosure; identified relationships (supplier directorship; bank lending) were below NYSE thresholds and not material—a positive signal for independence and conflict management .
- Alignment and incentives: Director pay mix balances cash ($130k in FY25) and equity ($210k RS grant), with deferral elections increasing long-term alignment; strict prohibitions on hedging/pledging and robust ownership guidelines support investor confidence .
- Shareholder signals: Strong Say-on-Pay support (93.80% in 2024; 93.37% in 2023) and direct board engagement led by Governance Chair indicate responsive compensation governance and investor outreach .
Red Flags: None disclosed for Hinshaw (no hedging/pledging, no related-party transactions requiring disclosure, no option repricing). Monitoring advisable for any evolving interlocks with customers/suppliers given external board roles; current board determinations are favorable .