Mary Lynn Ferguson-McHugh
MOLSON COORS BEVERAGEAbout Mary Lynn Ferguson-McHugh
Independent Class A director of Molson Coors Beverage Company since 2015; age 65. Former CEO of Procter & Gamble’s Family Care and New Business with a 35-year consumer goods career spanning brand building, supply chain, and international operations; currently Chairs TAP’s Compensation & HR Committee . The Board affirms her independence under NYSE standards; directors collectively attended at least 94% of meetings in 2024, with each meeting at least 75% attendance .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Procter & Gamble (NYSE: PG) | CEO, Family Care & New Business | 2019–2021 | Senior executive leadership of Family Care plus venture initiatives |
| Procter & Gamble | Group President, Global Family Care & P&G Ventures | 2015–2019 | Innovation and portfolio incubation |
| Procter & Gamble | Group President, Western Europe; Group President, Europe | 2011–2014 | Led Europe-wide operations |
| Procter & Gamble | Various roles of increasing responsibility | 1986–2010 | Brand management, consumer insights, supply chain |
External Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| Smurfit Westrock plc (NYSE: SW) | Director | Since 2023 | Public company board; consumer packaging insight |
| FJ Management Inc. | Director | N/A | Private company; governance experience |
Board Governance
- Committee assignments: Chair, Compensation & HR Committee; no other committee memberships listed for her; Comp & HR met 9 times in 2024 .
- Independence: Determined independent under NYSE and TAP’s charter .
- Attendance: Board held 9 meetings; directors attended at least 94% in aggregate and ≥75% individually; independent director executive sessions occur at each regular meeting .
- Board leadership and effectiveness: Independent Governance Committee Member chairs executive sessions; third-party board effectiveness assessment conducted in 2024–2025 .
- Say-on-pay: 2024 advisory vote received ~94.3% support; Comp & HR Committee (chaired by Ferguson-McHugh) considered feedback in program design .
- Compensation governance tools: Independent compensation consultants (WTW, then Meridian) engaged; no conflicts; oversight of clawbacks and incentive risk .
- Controlled company context: TAP is a controlled company with robust independence practices and majority-independent board; governance policies include anti-hedging/pledging .
Fixed Compensation
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Cash retainer (Chair, Comp & HR) | 125,000 | Director base 105,000; Comp & HR Chair retainer 125,000 |
| Equity grant (RSUs) | 165,054 | 2,873 RSUs granted 05/16/2024 at $57.45/unit; cliff-vests 05/16/2027 or upon Board retirement |
| Total 2024 Director Compensation | 290,054 | Fees paid 100% in cash (no DSUs election) |
Performance Compensation
- As a director, equity is time-based RSUs (no director performance metrics). As Comp & HR Chair, Ferguson‑McHugh oversees executive pay-for-performance structures; key 2024 results below.
2024 Enterprise MCIP Results (executive short-term incentive)
| Metric | Weight | Threshold | Target | Max | Actual | Payout (%) |
|---|---|---|---|---|---|---|
| Underlying Income Before Income Taxes ($mm) | 45% | 1,433 | 1,592 | 1,831 | 1,621 | 112% |
| Underlying Free Cash Flow ($mm) | 18% | 1,023 | 1,203 | 1,564 | 1,248 | 112% |
| Underlying Net Sales Revenue ($mm) | 27% | 11,459 | 11,936 | 12,414 | 11,693 | 62% |
| People & Planet Scorecard | 10% | — | — | — | — | 95% |
| Total MCIP Payout | — | — | — | — | — | 97% |
2022–2024 PSU Performance (executive long-term incentive)
| Metric | Weight | Threshold | Target | Max | Actual | Company Performance Score |
|---|---|---|---|---|---|---|
| Relative TSR (vs S&P 500 Consumer Staples Index) | 50% | 25th pct | 50th pct | 75th pct | 81st pct | 200% |
| Cumulative Underlying Income Before Income Taxes ($mm) | 25% | 3,515 | 3,906 | 4,687 | 4,292 | 149% |
| Cumulative Underlying NSR ($mm) | 25% | 32,167 | 33,860 | 35,553 | 34,705 | 150% |
Program changes and oversight signals:
- 2025 MCIP removed the People & Planet scorecard component, sharpening focus on financial drivers; 2024 Enterprise payout was 97% of target .
- 2024 LTIP mix: 50% PSUs (Cumulative Underlying EPS with 80–120% TSR modifier), 25% RSUs, 25% stock options; max PSU payout requires EPS > target by >$2.15 and ≥75th percentile TSR (240% cap) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Smurfit Westrock plc (NYSE: SW) | Director | No TAP-related transactions disclosed; packaging industry expertise only |
| FJ Management Inc. | Director | No TAP-related transactions disclosed |
Expertise & Qualifications
- Senior executive leadership across brand building, consumer insights, human capital, supply chain, international operations, and innovation; brings consumer goods industry depth and human capital management expertise to TAP’s board .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class B shares) | 20,174 | As of record date; <1% of class |
| Unvested RSUs (director) | 8,396 | Outstanding as of 12/31/2024 |
| DSUs | 0 | No DSU election in 2024 |
| Ownership guideline | 5× annual retainer | All directors meet or are on track to meet guideline; RSUs and DSUs count toward compliance |
| Hedging/pledging | Prohibited | Strict anti-hedging and enhanced anti-pledging policy; short sales prohibited |
Governance Assessment
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Strengths for investor confidence:
- Independent director chairing a fully independent Compensation & HR Committee with robust use of independent consultants and clawback oversight .
- Strong board engagement and effectiveness assessment; high say‑on‑pay support (94.3%) indicates shareholder alignment with pay programs she oversees .
- Clear pay-for-performance architecture with diversified metrics (income, FCF, NSR, TSR), and disciplined outcomes (Enterprise MCIP 97%; PSUs 175% for 2022–2024) .
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Potential risks/red flags to monitor:
- Controlled company status and family-related transactions (e.g., Montréal Canadiens/CH Group and AVENIR GLOBAL) heighten the importance of independent oversight; TAP mitigates with majority-independent board and strict related-party approval protocols .
- Policy-level pledging controls exist; no pledges disclosed for Ferguson‑McHugh, but board continues to monitor aggregate pledge risk scenarios .
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Compensation benchmarking:
- Peer group of 20 consumer staples/beverage companies used to target median pay; ongoing alignment with market while maintaining at‑risk mix (executives) .
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Executive sessions and independence infrastructure:
- Regular independent director executive sessions chaired by the Independent Governance Committee Member; transition plan in place for continuity .
Overall, Ferguson‑McHugh’s profile reflects strong human capital and consumer expertise, independent leadership of the compensation committee, and alignment with shareholder‑endorsed pay structures—supportive of board effectiveness and investor confidence within TAP’s controlled company framework .