Sheila G. Talton
Director at SYY
Board
About Sheila G. Talton
Independent director (age 72) serving on Sysco’s board since September 2017. President & CEO of Gray Matter Analytics (healthcare data analytics) with prior senior roles at Cisco Systems, Electronic Data Systems, and Ernst & Young; brings deep technology, data, and cybersecurity oversight experience to the board . She is independent under NYSE and Sysco guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray Matter Analytics | President & CEO | 2013–present | Data analytics leadership relevant to IT strategy and cyber oversight |
| SGT Ltd. | President & CEO | 2011–2013 | Strategy/technology consulting |
| Cisco Systems, Inc. | Vice President, Office of Globalization; other leadership positions | 2008–2011 (VP); prior roles earlier | Globalizing tech operations; informs supply chain/data risk oversight |
| Electronic Data Systems; Ernst & Young LLP | Various leadership positions | Not disclosed | IT services and audit exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deere & Company (NYSE: DE) | Director | 2015–present | Public company board service |
| OGE Energy Corp. (NYSE: OGE) | Director | 2013–present | Public company board service |
| Northwestern Hospital Foundation | Board member | 2001–present | Non-profit |
| Chicago Shakespeare Theater | Board member | 2001–present | Non-profit |
| Chicago Urban League | Board member | 2001–present | Non-profit |
Board Governance
- Committee assignments: Corporate Governance & Nominating; Sustainability; Executive; Chair of the Technology Committee .
- Committee meeting cadence FY25: CG&N (7), Sustainability (3), Technology (4), Executive (0) .
- Independence and interlocks: The board reviewed that Ms. Talton serves as a director of companies with existing customer or supplier relationships with Sysco and of charitable organizations that are customers; determined no material relationship and affirmed independence for all committees .
- Attendance and engagement: Board held 8 meetings; committees held 31; overall attendance ~99%; each director attended at least 75%; 100% attendance at the 2024 Annual Meeting; independent directors met in executive session at all 5 regular meetings .
- Lead Independent Director structure and responsibilities detailed; regular executive sessions and robust oversight .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Committee chair fee (Technology) | $20,000 | Technology Committee Chair fee |
| Fees earned or paid in cash (reported) | $130,000 | Reflects total cash fees for FY2025 |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Vesting Terms |
|---|---|---|---|---|
| Restricted stock (annual) | Nov 15, 2024 | 2,801 | $74.96 | Vests in full on first anniversary; directors may defer receipt |
| Annual director equity value | FY2025 program | ~$210,000 | — | Annual grant under 2018 Omnibus Plan; no options granted to directors in FY2025 |
Equity structure for directors is time-based (restricted stock) without performance metrics; no stock options granted to directors in FY2025 .
Other Directorships & Interlocks
- Current public boards: Deere & Company; OGE Energy Corp. .
- Board assessed that certain director roles (including Ms. Talton’s) involve companies with customer/supplier relationships to Sysco; found no material relationships and maintained independence for Audit, Compensation & Leadership Development (CLD), and Governance committees .
Expertise & Qualifications
- Technology and cybersecurity oversight; experience in information systems and data analytics .
- Extensive public company governance experience across executive compensation, risk management, audit, and finance matters .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership – direct | 10,006 shares | Directly owned as of Sep 17, 2025 |
| RSUs/Restricted stock underlying | 2,801 shares | Expected to vest/settle within 60 days of record date |
| Total beneficial ownership | 12,807 shares | <1% of outstanding shares |
| Options outstanding | None | No director options outstanding |
| Ownership guideline | 5x annual base retainer | Directors must meet guideline within 5 years |
| Guideline compliance | Compliant/on-track | All non-employee directors meet or are on track |
| Hedging/pledging | Prohibited | Directors barred from hedging/pledging Sysco stock |
Insider Trades (Form 4 – chronological)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| Nov 15, 2024 | Nov 19, 2024 | Award (A) – Restricted/Common stock | 2,801 | $0.00 | 15,854.611 | https://www.sec.gov/Archives/edgar/data/96021/000009602124000213/0000096021-24-000213-index.htm |
| Nov 19, 2024 | Nov 19, 2024 | Sale (S) – Common stock | 2,900 | $74.63 | 12,954.611 | https://www.sec.gov/Archives/edgar/data/96021/000009602124000213/0000096021-24-000213-index.htm |
| May 1, 2025 | May 2, 2025 | Sale (S) – Common stock | 356.121 | $70.84 | 12,737.567 | https://www.sec.gov/Archives/edgar/data/96021/000009602125000039/0000096021-25-000039-index.htm |
| Nov 14, 2025 | Nov 17, 2025 | Award (A) – Restricted/Common stock | 2,797 | $0.00 | 15,669.297 | https://www.sec.gov/Archives/edgar/data/96021/000149047825000004/0001490478-25-000004-index.htm |
Data source: Insider-trades skill fetch (Form 4 filings).
Governance Assessment
- Board effectiveness: As Technology Committee Chair, Talton leads oversight of material IT projects and cybersecurity risk management—critical for Sysco’s distribution network and data integrity. Committee structure and cadence suggest active oversight and board engagement .
- Independence and conflicts: Although she holds outside directorships at companies with customer/supplier ties to Sysco, the board determined no material relationships; she remains independent and eligible for Audit/CLD/Governance committees (though she does not sit on Audit/CLD) .
- Alignment and ownership: Holds >12.8k shares including time-based restricted stock, subject to guidelines requiring 5x retainer; directors prohibited from hedging/pledging; overall signals good alignment with investors .
- Compensation reasonableness: FY2025 director pay comprised $130k cash and ~$210k equity (2,801 shares at $74.96), consistent with peer-informed program overseen by independent consultant; no options or excessive perquisites; strong stock ownership guidelines .
- Shareholder signals: 2024 Say-on-Pay support was 93.80%, indicating broad shareholder confidence in compensation governance; CLD letter affirmed pay-for-performance discipline and lower AIP payout (66.34%), reinforcing accountability culture .
RED FLAGS (monitored)
- Related-party transactions: None required to be disclosed for FY2025 after board review .
- Hedging/pledging: Prohibited by policy for directors; reduces misalignment risk .
- Interlocks/conflicts: External boards with customer/supplier relationships were reviewed and deemed immaterial; continue monitoring for changes .
- Attendance: No concerns—overall attendance ~99%; board and committee self-evaluations plus periodic 360-degree director reviews strengthen governance quality .
Director Compensation Table (FY2025)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Board/committee retainers |
| Stock Awards (restricted stock) | 209,963 | 2,801 shares at $74.96; annual grant |
| Other Compensation | — | Perquisites below disclosure threshold |
| Total | 339,963 | FY2025 total director compensation |
Committee & Meeting Profile (FY2025)
| Committee | Role | Meetings | Key Oversight |
|---|---|---|---|
| Technology | Chair | 4 | IT strategy, material tech investments, cybersecurity risk |
| Sustainability | Member | 3 | ESG strategy, charitable policies |
| Corporate Governance & Nominating | Member | 7 | Board composition, performance reviews, director pay, related-party reviews |
| Executive | Member | 0 | Acts for board between meetings if necessary |
Additional Governance Context
- Non-employee director pay structure: $110k cash retainer; chair fees ($20k Technology); annual restricted stock ~$210k; Lead Independent Director retainer $100k (not applicable to Talton) .
- Stock ownership guidelines: Directors at 5x retainer; compliant/on-track .
- Trading policy: Blackout windows, 10b5-1 plan requirements; hedging and pledging forbidden .
- Say-on-Pay: 93.80% approval in 2024; CLD Committee emphasizes pay-for-performance and refined metrics for FY2026 .