Nessa O’Sullivan
MOLSON COORS BEVERAGEAbout Nessa O’Sullivan
Independent Class A director (since 2020) and current Chair of the Audit Committee at Molson Coors (TAP). Age 60 as of the 2025 proxy record date, with over three decades in senior finance roles, including CFO and Executive Director at Brambles (global logistics). Core credentials span accounting, risk management, capital allocation, and supply chain/logistics; the Board designates her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brambles Limited (ASX: BXB) | CFO; Executive Director | 2016–2023 (Exec Dir 2017–2023) | Global logistics CFO; board-level oversight at a large multinational |
| Coca-Cola Amatil (ASX: CCL) | Group CFO roles; finance leadership | 2005–2015 (Group CFO 2008–2015) | Beverage operations finance and capital allocation experience |
| Yum! Brands (NYSE: YUM) | CFO SOPAC Region & VP Finance; prior finance roles | 1993–2005 | Consumer/retail multi-country P&L, controls, and FP&A |
| Tyco Grinnell | Regional Financial Controller | 1990–1993 | Operational finance controls |
| Price Waterhouse | Auditor/Consultant | 1985–1990 | External audit and advisory foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brambles Limited (ASX: BXB) | Executive Director (public company) | 2017–2023 | Former public company directorship; no current other public boards disclosed |
Board Governance
- Current TAP committees: Audit (Chair) and Finance; designated independent director; Board identifies her as an “audit committee financial expert.”
- Committee activity/attendance context (2024): Audit (8 meetings), Finance (5), Technology Subcommittee (2), Compensation & HR (9), Governance (4); Board held 9 meetings, and all directors attended at least 75% of their Board/committee meetings; aggregate Board attendance ≈94%.
- Independence: Board confirmed independence status in March 2025 under NYSE and charter standards.
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting, chaired by the Independent Governance Committee Member.
- Audit Committee oversight: financial reporting integrity, internal controls, auditor oversight, related-person transaction policy, and cybersecurity/technology risks (with Technology Subcommittee).
Fixed Compensation (Director)
| Component | Detail | Amount/Terms |
|---|---|---|
| Cash retainer (base, all directors) | Annual cash retainer | $105,000 (2024 program) |
| Audit Committee Chair retainer | Cash, role-based | $130,000 (2024 program) |
| Equity retainer (RSUs) | Annual RSU grant | $165,000 grant-date fair value (2,873 RSUs at $57.45) on 05/16/2024; cliff vests 05/16/2027 or upon retirement from Board; dividend equivalents paid in cash at vesting |
| 2024 actual (N. O’Sullivan) | Fees earned in cash; stock awards | Cash $131,087; Stock awards $165,054; Total $296,141 (includes $1,087 2023 prorate adj.) |
| Retainer election (2024) | Cash vs DSU election | Elected 100% cash for retainer (no DSUs) |
| Stock ownership guideline | Alignment policy | 5× annual retainer within 5 years; all directors meet or are on track |
Notes: Directors do not receive meeting fees; equity grants for directors are time-based RSUs only (no performance conditions).
Performance Compensation (Director)
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity | Time-based RSUs (no performance linkage) | Cliff vest 3 years or upon Board retirement; dividend equivalents paid in cash at vesting |
Other Directorships & Interlocks
- Current public company boards: None disclosed for O’Sullivan.
- Former: Executive Director, Brambles (2017–2023).
- No TAP disclosures of interlocks or related-party ties involving O’Sullivan. Related-person transactions disclosed in the proxy pertain to Molson/Coors family affiliates, not to O’Sullivan.
Expertise & Qualifications
- Skills matrix: senior executive leadership, finance/capital allocation, consumer goods, supply chain/operations, international, strategic transactions, human capital; highlighted as audit/financial expert by the Board.
- Audit Committee Chair: delivers oversight on external audit, internal control environment, compliance, sustainability data assurance, and cyber/technology risk (with Technology Subcommittee).
- Audit Committee Report signatory in 2025.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Composition Notes |
|---|---|---|---|
| Nessa O’Sullivan | — | 15,553 | Includes 7,320 DSUs and 2,856 “Current RSUs” counted under beneficial-ownership rules; outstanding RSUs and DSUs at 12/31/2024 total 8,396 RSUs and 7,320 DSUs |
Anti-hedging/pledging: Directors are prohibited from hedging; pledging is broadly prohibited with narrow, pre-approved exceptions (CFO/CLO and Audit Committee approval for insiders). Short sales are prohibited.
Insider Trades (Form 4s, alignment signals)
Recent activity reflects standard annual director equity awards and tax-withholding entries; no open-market purchases or sales disclosed in the period reviewed.
Note: Post-transaction ownership figures are as reported on Form 4 and generally include derivative holdings; director grants align with annual RSU awards disclosed in the proxy.
Say‑on‑Pay & Shareholder Feedback (signals of governance credibility)
| Vote (For/Against/Abstain) | 2023 | 2024 | 2025 |
|---|---|---|---|
| For | 166,779,778 | 171,915,694 | 167,356,874 |
| Against | 7,127,940 | 10,326,551 | 4,390,706 |
| Abstain | 184,557 | 653,254 | 195,467 |
Board engagement policies emphasize ongoing shareholder outreach and feedback incorporation; director stock ownership guidelines further align interests.
Potential Conflicts & Related-Party Exposure
- No related-party transactions disclosed involving Nessa O’Sullivan. Company-level related-party items involve Molson/Coors family affiliates and are overseen/approved under the Related Person Transactions policy. O’Sullivan’s Audit Committee has shared oversight on these matters.
Governance Assessment
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Strengths
- Independent director with deep CFO pedigree; Audit Chair and “financial expert” designation bolster financial reporting and risk oversight credibility.
- Strong structural safeguards: anti‑hedging/anti‑pledging policy (tight waiver regime), executive sessions led by independent governance leadership, and robust related‑party transaction review.
- Alignment: meaningful director equity, 5× retainer ownership guideline, and consistent insider activity limited to grants/withholding; no open‑market sales. (SEC URLs above)
- Shareholder support: repeated positive say‑on‑pay outcomes provide a constructive backdrop for compensation governance.
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Watch‑items
- Controlled‑company structure can be a governance perception risk; however, majority‑independent board and clear independent committee leadership partially mitigate.
- Related‑party transactions with family affiliates persist at the corporate level; continued strict Audit/Board oversight remains essential (no O’Sullivan involvement disclosed).
Overall, O’Sullivan’s profile and committee leadership enhance audit quality, controls, and investor confidence at TAP, with solid ownership alignment and no disclosed conflicts or red flags tied to her.