Charles Herington

About Charles M. Herington

Independent Class B director at Molson Coors (TAP) since 2005; age 65 as of the 2025 record date. He serves as Chief Operating Officer, Vice Chairman, and President of Global Operations at Zumba Fitness, LLC (since 2012), and brings 40+ years of international consumer, brand, and operating leadership, with deep Latin America experience from PepsiCo, Revlon, AOL Latin America, and Avon. The Board identifies him as independent under NYSE rules and the company’s charter (determined March 2025) and highlights his skills in brand management, consumer goods, innovation, digital/e-commerce, international operations, supply chain, M&A, and human capital management .

Past Roles

External Roles

Board Governance

Committee mandates (selected):

• Audit Committee: oversight of financial reporting, internal controls, ethics/compliance, independent auditor, related-party oversight (shared), sustainability reporting assurance, and cyber/technology risk (with the Technology Subcommittee) .
• Finance Committee: capital structure, debt/derivatives, pensions, hedging/currency/commodity risks, rating agency relations, dividend/buyback policies, large procurement approvals, and renewable energy risk oversight .

Fixed Compensation (Director)

Reference schedule (director program):

• Standard annual director retainer: $105,000 cash + $165,000 RSUs (total $270,000). Committee chair adders vary (e.g., Audit Chair $130,000 cash; Finance Chair $120,000; Tech Subcommittee Chair $120,000; Board Chair/Vice Chair $195,000) .

Performance Compensation (Director)

• Directors do not receive performance-conditioned equity or options as part of the standard director compensation; annual grants are time-based RSUs under the director program .

Other Directorships & Interlocks

Expertise & Qualifications

• Board-identified skills include brand management/marketing, consumer goods, innovation, digital/e-commerce, international, supply chain/operations, strategic transactions/M&A, and human capital management .
• Board biography highlights >40 years in marketing/brand and global operations, with deep Latin America experience (PepsiCo Restaurants, Revlon, AOL Latin America, Avon) and current global operations leadership at Zumba .

Equity Ownership

Governance Assessment

• Strengths: Independent director with long-tenured board service (since 2005), serving on both Audit and Finance—key capital allocation, risk, and reporting oversight bodies, which enhances board effectiveness in financial controls and risk governance . He elected to take 50% of cash retainer in DSUs, increasing alignment with shareholders beyond the default mix and in addition to the annual RSU grant .
• Engagement/attendance: Company reports every director met the ≥75% attendance threshold in 2024, with aggregate Board attendance at ≥94%, supporting engagement expectations .
• Pay structure: Director pay targets median peer levels and uses a balanced cash/RSU mix; no option or performance-conditioned director equity—reduces risk-taking incentives but still provides equity alignment via RSUs/DSUs; oversight by an independent compensation consultant .
• Conflicts/related parties: Company’s related-person disclosures focus on Molson family affiliates; no Herington-specific related-party transactions disclosed; anti-hedging and controlled pledging policies in place .
• Watch items: Long tenure (~20 years) can raise external perceptions about independence over time, though the Board explicitly deems him independent under NYSE and charter definitions (reaffirmed March 2025). No adverse findings disclosed, but investors may monitor ongoing board refreshment given tenure mix .

RED FLAGS: None disclosed specific to Herington (no related-person transactions, no pledging, no attendance shortfall). Long tenure is a potential perception risk, mitigated by formal independence designation and ongoing board refresh practices reported by the company .