Roger Eaton
MOLSON COORS BEVERAGEAbout Roger G. Eaton
Roger G. Eaton (age 64) has served on Molson Coors’ Board since 2012. He is a former CEO of KFC (Yum! Brands) with deep global brand management, operations, and finance expertise; he is independent under NYSE standards and Molson Coors’ charter . Eaton is currently Finance Committee Chair and an Audit Committee member; effective after the 2025 Annual Meeting, he will assume the role of Independent Governance Committee Member, which chairs executive sessions of independent directors and oversees board effectiveness assessments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands, Inc. (NYSE: YUM) | CEO, KFC | 2015–2019 | Led global operations and brand strategy for KFC |
| Yum! Brands, Inc. | Chief Operations Officer | 2011–2015 | Enterprise operational leadership |
| Yum! Brands, Inc. | Operational Excellence Officer | 2011 | Drove process and performance improvements |
| KFC USA (Yum! Brands) | CEO & President | 2008–2011 | U.S. market leadership and performance |
| YUM Restaurants Intl. South Pacific | SVP/Managing Director | 2000–2008 | Regional P&L leadership across South Pacific |
| Hoyts Corporation | COO, Hoyts Cinema Australia | 1998–2000 | Operations leadership in entertainment |
| Hoyts USA Limited | President | 1995–1998 | U.S. business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnott’s Biscuits Holdings Pty Limited | Director | Current | Consumer staples oversight |
| George and Matilda Eyecare | Director | Current | Healthcare retail oversight |
Board Governance
- Independence: Determined independent in March 2025 under NYSE and Molson Coors’ charter .
- Committee assignments: Audit Committee member; Finance Committee Chair; designated “audit committee financial expert” alongside Nessa O’Sullivan and Jill Timm .
- Leadership transition: Appointed Independent Governance Committee Member effective post-Annual Meeting, with duties including approving agendas, chairing independent executive sessions, and overseeing board/committee evaluations .
- Meeting cadence: In 2024, Audit (8), Finance (5), Technology Subcommittee (2), Compensation & HR (9), Governance (4) meetings held; Board held nine meetings with aggregate director attendance of 94% and all directors attending at least 75% .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $119,565 | Includes prorated adjustments tied to late-2023 chair transitions |
| 2024 Stock Awards (RSUs grant-date fair value) | $165,054 | 2,873 RSUs granted on May 16, 2024 at $57.45; cliff vests May 16, 2027 or upon board retirement |
| 2024 Total Director Compensation | $284,619 | Sum of cash and stock awards |
Reference schedule for roles (company-wide):
- Base annual director cash retainer: $105,000; annual RSU value: $165,000 .
- Finance Committee Chair incremental cash retainer: $120,000 .
Performance Compensation
Molson Coors does not use performance-conditioned equity for directors; annual grants are time-based RSUs.
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| RSUs (Director Annual Grant) | May 16, 2024 | 2,873 | $165,054 | Cliff vest May 16, 2027 or upon board retirement | Paid in cash at vesting equal to dividends during vesting period |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Arnott’s Biscuits Holdings Pty Limited | Consumer staples (biscuits) | No related-party transactions disclosed with Molson Coors |
| George and Matilda Eyecare | Healthcare retail | No related-party transactions disclosed with Molson Coors |
Related-person transactions disclosed in the proxy primarily involve Molson family affiliates (CH Group, AVENIR GLOBAL) and director emeritus arrangements; none involve Roger Eaton .
Expertise & Qualifications
- Senior executive leadership, finance/capital allocation, accounting/financial reporting, international operations, M&A, and brand management/marketing .
- Audit committee financial expert designation underscores deep financial oversight capability .
Equity Ownership
| Measure | Amount | As-of | Source |
|---|---|---|---|
| Beneficial ownership (Class B shares) | 43,813 | Record Date (Mar 21, 2025) | |
| Outstanding RSUs | 8,396 | Dec 31, 2024 | |
| Outstanding DSUs | 20,581 | Dec 31, 2024 | |
| Ownership % of Class B | <1% | Record Date (Mar 21, 2025) | |
| 2024 Cash/DSU election | 100% cash (no DSUs elected in 2024) | 2024 | |
| Director stock ownership guideline | 5× annual retainer; all directors meet or on track | 2024 |
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Quantity | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-19 | 2025-05-21 | F (tax withholding, in-kind) | 464 | $56.61 | 51,911 | |
| 2025-05-15 | 2025-05-16 | A (award) | 3,022 | $0.00 | 52,375 | |
| 2024-05-27 | 2024-05-29 | F (tax withholding, in-kind) | 524 | $53.50 | 49,353 | |
| 2024-05-16 | 2024-05-20 | A (award) | 2,873 | $0.00 | 49,877 |
Policies affecting alignment:
- Anti-hedging and enhanced anti-pledging policies prohibit hedging and short sales; pledging requires advance approvals and is evaluated for risk—no pledges disclosed for Eaton .
- Director stock ownership guideline requires 5× annual retainer within five years; directors meet or are on track .
Governance Assessment
- Board effectiveness: Eaton’s transition to Independent Governance Committee Member strengthens independent oversight and board process discipline (executive sessions, agenda setting, evaluation) .
- Financial oversight: As Finance Committee Chair and Audit Committee financial expert, Eaton contributes materially to capital allocation, risk management, and financial controls; Audit Committee oversees related-party transaction policy and ERM linkage .
- Independence & attendance: Independent director with strong attendance culture—Board aggregate attendance 94% in 2024, all directors ≥75% .
- Compensation alignment: Director pay structure emphasizes moderate cash plus time-based RSUs; no performance-conditioned equity for directors, which minimizes short-term risk-taking but reduces direct pay-for-performance linkage in governance roles .
- Conflicts/related-party exposure: No Eaton-specific related-party transactions disclosed; majority of related-party items involve Molson family affiliates with annual Audit Committee review and board approval where applicable .
- Red flags: None observed specific to Eaton—no pledging, tax gross-ups, or insider sales; recent filings show routine RSU grants and tax withholding transactions .
Overall, Eaton’s committee leadership and pending Independent Governance Committee role suggest strong governance influence and financial discipline, with no disclosed conflicts and solid ownership alignment via RSUs/DSUs .