Roberto Marques
Director at SYY
Board
About Roberto Marques
Independent director at Sysco (SYY) since August 2024; age 60. Current committee assignments: Audit Committee and Sustainability Committee. Background includes Executive Chairman and CEO of Natura &Co (2016–2022), EVP and President, North America at Mondelez International (2015–2017), and over 25 years in senior global roles at Johnson & Johnson across Latin America, North America, and Europe. The Board determined he is independent; overall Board attendance in FY2025 was approximately 99%, with each director ≥75%, and all 2024 Annual Meeting attendance was 100% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natura & Co. Holdings SA | Director, Executive Chairman and CEO | 2016–2022 | Led direct-to-customer omnichannel transformation; deep sustainability expertise |
| Mondelez International Inc. | EVP and President, North America | 2015–2017 | Global food sector experience; sales, marketing, supply chain oversight |
| Johnson & Johnson | Various senior global executive roles | 25+ years | Consumer-focused leadership across sales, marketing, supply chain in multiple regions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alcoa Corporation (NYSE: AA) | Director | 2023–present | Board interlock; Board reviewed independence with customer/supplier relationships and found no material relationship |
| Galderma Group AG | Director | 2025–present | Healthcare/dermatology governance role |
| We Mean Business Coalition | Director | 2023–present | Climate action initiatives |
| USTA Foundation | Board member | 2017–present | Non-profit governance |
| Bain & Company | Senior Advisor | 2024–present | Strategy advisory |
| United Nations Global Compact | Board member | 2019–2023 | Sustainability governance |
| Carlyle Group | Senior Advisor | 2023–2024 | Private equity advisory |
Board Governance
- Committee memberships: Audit Committee (member); Sustainability Committee (member). Audit Committee met 11 times in FY2025; Sustainability Committee met 3 times. Primary responsibilities include financial reporting integrity, risk oversight, sustainability disclosures alignment (Audit), and sustainability strategy oversight (Sustainability) .
- Independence: Board determined all nominees other than the CEO are independent, including those serving on boards of companies with customer/supplier relationships; no material relationships found. Audit, CLD, and Governance Committees comprise independent directors only .
- Attendance and engagement: Board held 8 meetings (5 regular, 3 special); overall attendance ~99%; independent directors held executive sessions at all 5 regular meetings; 100% attendance at 2024 Annual Meeting .
- Governance practices: Majority voting with resignation policy for directors not receiving a majority; proxy access; robust Lead Independent Director responsibilities; regular self-evaluations including periodic 360-degree individual reviews .
Fixed Compensation
| Component | Structure | FY2025 Amount (Marques) |
|---|---|---|
| Annual cash retainer | $110,000, paid quarterly | $110,000 |
| Committee chair fees | Audit $30,000; CLD $20,000; Governance $20,000; Sustainability $20,000; Technology $20,000 | None (not a chair) |
| Lead Independent Director fee | $100,000 | Not applicable |
| Equity retainer (restricted stock) | $210,000 annual grant; vests in full on first anniversary | $209,963 (grant of 2,801 shares at $74.96 on Nov 15, 2024) |
| Total FY2025 director compensation | Cash + equity | $319,963 |
Notes: Directors may elect to receive retainer in stock and/or defer shares; Marques did not elect retainer stock or defer the annual restricted stock award in FY2025 .
Performance Compensation
Directors do not receive performance-based equity; annual director grants are time-based restricted stock that vests after one year (no PSUs or options for directors in FY2025) .
| Equity Award Feature | Detail |
|---|---|
| Equity type | Restricted stock (time-based) |
| Grant date and size | Nov 15, 2024; 2,801 shares; grant-date price $74.96; fair value $209,963 |
| Vesting | 100% on first anniversary; accelerated vesting upon certain post-change-in-control terminations per plan terms |
| Options to directors | None granted; none outstanding in FY2025 |
| Hedging/pledging | Prohibited under Securities Trading Policy |
Other Directorships & Interlocks
| Company/Organization | Relationship to SYY | Board Assessment |
|---|---|---|
| Alcoa Corporation | Potential supplier/customer ecosystem | Board reviewed such relationships for all directors and found no material relationships; independence affirmed |
| Galderma Group AG; We Mean Business Coalition; USTA Foundation; Bain & Company; UN Global Compact; Carlyle Group | External roles (non-customer/supplier in Sysco’s core operations) | No related party transactions required disclosure for FY2025 |
Expertise & Qualifications
- Sustainability and responsible growth leadership (Natura, UN Global Compact, We Mean Business Coalition) .
- Global consumer and food sector experience (Mondelez; Johnson & Johnson) with sales, marketing, and supply chain operations .
- Digital/e-commerce and relationship selling model execution in a large consumer organization .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 0 |
| Shares owned indirectly | 0 |
| RSUs/restricted stock (vesting within 60 days) | 2,801 |
| Options (exercisable within 60 days) | 0 |
| Total beneficial ownership | 2,801 shares; <1% of outstanding |
| Stock ownership guidelines | 5x annual base retainer for directors; 5-year compliance window |
| Compliance status | All non-employee directors in compliance or on track as of Sept 17, 2025 (Marques elected Aug 15, 2024; on track) |
Governance Assessment
- Board effectiveness: Marques strengthens Audit and Sustainability oversight; Audit met frequently (11 times), indicating engaged financial and risk oversight; Sustainability oversight is formalized via a dedicated committee .
- Independence and conflicts: Board explicitly reviewed director roles where customer/supplier relationships exist (including Marques) and concluded no material relationships; no related party transactions required disclosure for FY2025. This mitigates conflict risk .
- Alignment and incentives: Director pay mix balances cash ($110k) and equity (~$210k time-based restricted stock) with ownership guidelines (5x retainer) and strict prohibitions on hedging/pledging, supporting alignment while limiting risk-taking .
- Attendance and engagement: Strong attendance (~99%) and regular executive sessions of independent directors underscore robust oversight culture .
- Broader governance signals: Strong “Say-on-Pay” support (93.80% in 2024) reflects shareholder confidence in compensation governance; combined Chair/CEO structure debated via a 2025 shareholder proposal—with robust Lead Independent Director responsibilities providing counterbalance .
RED FLAGS and Watch Points:
- Minimal current share ownership (expected for a newer director) — mitigated by 5-year guideline timeline and annual equity grants .
- Combined Chair/CEO structure — governance mitigants include a strong Lead Independent Director, majority-independent board, and independent committees; continue monitoring shareholder feedback on leadership structure .
- External board roles where ecosystems overlap — Board’s independence review found no material relationships; maintain periodic review as supplier/customer relationships evolve .