Larry C. Glasscock
Lead Independent Director at SYY
Board
About Larry C. Glasscock
Larry C. Glasscock, age 77, has served on Sysco’s Board since September 2010 and as Lead Independent Director since April 2024; he is independent under NYSE standards and serves on the Corporate Governance & Nominating, Compensation & Leadership Development (CLD), and Executive Committees . He is the former Chairman, President and CEO of WellPoint/Anthem (now Elevance Health) and brings deep experience in M&A integration, human capital development, and financial oversight (including supervising CFOs and prior banking experience) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WellPoint, Inc. (now Elevance Health, Inc.) | Chairman | 2005–2010 | Led strategic growth and governance oversight |
| WellPoint, Inc. | President & CEO | 2004–2007 | Transformed insurer into national leader; customer-focused growth |
| Anthem, Inc. (now Elevance Health, Inc.) | President & CEO; Chairman | 2001–2004; 2003–2004 | Integration of corporate cultures; team building |
| CareFirst, Inc.; Group Hospitalization and Medical Services, Inc. | COO; President & CEO | Not disclosed | Operations leadership in healthcare |
| First American Bank, N.A.; Essex Holdings, Inc. | President & COO; President & CEO | Not disclosed | Financial expertise; lending to major corporations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Simon Property Group, Inc. (NYSE: SPG) | Director; Lead Independent Director | 2010–present; Lead Independent since 2014 | Current public board; leadership role |
| Zimmer Biomet Holdings, Inc. (NYSE: ZBH) | Director; Independent Chairman | 2001–2021; Chair 2013–2021 | Prior public board chair |
| Sprint Nextel Corporation | Director | 2007–2013 | Prior public board service |
Board Governance
- Independence: The Board determined all nominees except the CEO (Mr. Hourican) are independent; GLASSCOCK is independent, and all members of Audit, CLD, and Governance Committees are independent .
- Lead Independent Director: Robust duties include presiding over executive sessions, agenda input, CEO coaching, materials approval, leading self-assessments, retaining advisors, and shareholder outreach; he actively engages on strategy, risk oversight, and succession .
- Attendance/Engagement: FY2025 Board held 8 meetings; overall attendance ~99%, and each director attended ≥75% of meetings; independent directors held executive sessions at all 5 regular meetings, presided over by Glasscock .
- Tenure/Refreshment: Board adopted a 15‑year tenure guideline; Glasscock’s service was extended given his valuable contributions and institutional knowledge as LID, with the Board requesting he stand for re‑election .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Corporate Governance & Nominating | Member | 7 |
| Compensation & Leadership Development | Member | 6 |
| Executive | Member | 0 |
Fixed Compensation
| Component | Policy Detail | Amount |
|---|---|---|
| Annual cash retainer (non‑employee directors) | Paid in quarterly installments | $110,000 |
| Lead Independent Director retainer | Additional cash retainer | $100,000 |
| Committee chair fees | Audit $30,000; CLD $20,000; Governance $20,000; Sustainability $20,000; Technology $20,000 | As listed |
| Meeting fees | Not disclosed | — |
| Reimbursements/perquisites | Expense reimbursements; perquisites < $10,000 per director | < $10,000 |
| FY2025 (Glasscock) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Director Compensation | 210,000 | 209,963 | — | 419,963 |
Notes:
- Glasscock elected to receive 1,382 shares in lieu of cash retainer during FY2025; he deferred these elected shares under the 2009 Stock Deferral Plan .
- Directors may defer retainers and equity; elected shares for the first half of calendar 2025 included 702 for Glasscock in the beneficial ownership table context .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Deferral Election | Change‑of‑Control Terms |
|---|---|---|---|---|---|
| Restricted stock (annual grant) | Nov 15, 2024 | 2,801 shares; $74.96 per share; $209,963 grant‑date fair value | Vest in full on first anniversary (Nov 2025) | Glasscock elected to defer receipt of the 2,801 shares | Unvested awards vest immediately upon certain terminations within 24 months after a specified change in control (double trigger) |
Additional notes:
- Directors can elect to receive 10%–100% of retainer in common stock (“elected shares”); elected shares vest when credited but are issued at year‑end unless earlier termination; deferrals governed by the 2009 Stock Deferral Plan .
- No stock options were granted to directors in FY2025; none outstanding as of June 28, 2025 .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Customer/Supplier Relationship | Related‑Party Exposure |
|---|---|---|---|
| Simon Property Group (SPG) | Director; Lead Independent Director | Not disclosed as a Sysco customer/supplier in independence review | Governance Committee reviewed related‑person transactions since June 30, 2024; none required disclosure |
| Zimmer Biomet (ZBH) | Independent Chairman (prior); Director (prior) | Not disclosed | None required disclosure |
| Sprint Nextel | Director (prior) | Not disclosed | None required disclosure |
Expertise & Qualifications
- Customer‑focused growth and national scale transformation experience from Elevance/WellPoint/Anthem leadership .
- M&A integration, corporate culture alignment, human capital development, and succession planning expertise .
- Significant financial acumen from supervising CFOs and prior banking officer experience lending to major corporations .
- Extensive public company board service across audit, finance, governance, and compensation committees .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Shares owned directly | 95,040 |
| Unvested restricted stock (as of Jun 28, 2025) | 2,801 |
| Deferred stock account (incl. dividend equivalents) | 94,296 |
| Elected shares credited in lieu of cash (FY2025) | 1,382 |
| Elected shares credited (first half calendar 2025 included in “beneficial” footnote context) | 702 |
| Total beneficially owned (incl. RSUs within 60 days) | 97,841; <1% of shares outstanding |
| Stock ownership guidelines | Directors: 5x annual base retainer; all compliant or on track as of Sep 17, 2025 |
| Hedging/Pledging policy | Directors prohibited from hedging or pledging Sysco stock per Securities Trading Policy |
Governance Assessment
- Board effectiveness and independence: Glasscock’s LID role adds robust oversight in a combined Chair/CEO structure, with clearly defined responsibilities and active engagement on strategy, risk, and succession; independent sessions were held at all 5 regular Board meetings and presided over by him .
- Alignment and incentives: Approximately equal cash/equity mix in FY2025 ($210k cash; $209,963 equity) reinforces alignment; significant deferred holdings (94,296 shares) and compliance with 5x retainer ownership guidelines strengthen “skin‑in‑the‑game” .
- Conflicts and related‑party risk: Board’s independence review did not identify a material relationship for Glasscock; Governance Committee found no related‑person transactions requiring disclosure since June 30, 2024; hedging and pledging prohibited—reducing misalignment risk .
- Shareholder confidence signals: Strong Say‑on‑Pay support (93.80% in 2024; 93.37% in 2023) and active shareholder engagement by Board leaders suggest durable investor trust in governance and pay practices .
- Red flags: Tenure exception beyond the Board’s 15‑year guideline was granted due to LID contributions and institutional knowledge; while extended tenure can raise independence perception risk, the Board explicitly documented rationale and maintains deliberate refreshment and annual evaluations (including periodic 360s) .
Overall, Glasscock’s leadership as LID, high engagement and attendance, strong ownership alignment, and absence of related‑party exposures support Board effectiveness and investor confidence, with tenure extension the primary governance watchpoint mitigated by structured oversight and refreshment processes .