Sandy Winnefeld Jr
MOLSON COORS BEVERAGEAbout James “Sandy” A. Winnefeld, Jr.
Independent director of Molson Coors Beverage Company (TAP) since 2020; age 68; former U.S. Navy admiral and Vice Chairman of the Joint Chiefs of Staff with deep expertise in global regulatory and government affairs, cybersecurity/IT, enterprise risk management, and human capital leadership. Primary occupation listed as National Security and Business Consultant; currently serves on multiple corporate boards, bringing risk oversight and technology governance experience to TAP’s Audit, Technology, and Compensation & HR committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Navy | Vice Chairman of the Joint Chiefs of Staff (nation’s #2 ranking military officer) | 2011–2015 | Led enterprise-scale risk oversight, interagency coordination, and strategic planning at the highest levels of government . |
| United States Navy | Commander, U.S. Northern Command (USNORTHCOM) and NORAD | Prior to 2011 | Homeland defense, binational risk and aerospace defense oversight; large-scale operational leadership . |
| United States Navy | Commander, U.S. Sixth Fleet; Commander, Allied Joint Command Lisbon | Prior to 2011 | Multinational operations, cybersecurity/IT integration, international governance . |
| United States Navy | Various positions of increasing responsibility | 1978–2015 | Extensive leadership, human capital management, and technology/cyber oversight . |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| RTX Corporation (NYSE: RTX) | Director | Since 2017 | Large-cap defense; governance and risk oversight experience . |
| Cytec Defense Materials LLC | Chair | Not disclosed | Materials/defense; private company leadership . |
| Alliance Laundry Systems LLC | Director | Not disclosed | Industrial; private company . |
| Enterprise Holdings, Inc. | Director | Not disclosed | Transportation/mobility; private company . |
| HawkEye 360, Inc. | Director | Not disclosed | Space-based RF analytics; private company . |
Board Governance
- Committee memberships: Audit Committee; Technology Subcommittee; Compensation & HR Committee .
- Independence: Determined independent under NYSE and TAP’s Restated Certificate of Incorporation .
- Board/committee meeting cadence: 2024 meetings—Board: 9; Audit: 8; Technology Subcommittee: 2; Compensation & HR: 9; Finance: 5; Governance: 4 .
- Attendance: All directors attended ≥75% of meetings; aggregate attendance ~94%; independent director executive sessions occur at each regular meeting, chaired by the Independent Governance Committee Member (transitioning from Riley to Eaton post-2025 meeting) .
| Governance Element | Details |
|---|---|
| Committee Roles | Member: Audit; Technology; Compensation & HR . |
| Independence Status | Independent director . |
| Board Meeting Attendance | Directors ≥75% (aggregate ~94%) . |
| Executive Sessions | Independent directors hold executive sessions at each regular meeting; chaired by Independent Governance Committee Member . |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 105,000 | 165,054 | 270,054 |
- Standard director pay framework (2024): Base cash retainer $105,000; annual RSUs $165,000; total $270,000. Incremental chair retainers apply to chairs (not applicable to Winnefeld) .
- Election choice: Winnefeld elected to receive 100% of his cash retainer in cash (no DSUs) .
Performance Compensation (Director)
| Award Type | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (Director Annual Grant) | May 16, 2024 | 2,873 | $165,054 (at $57.45 per unit) | Cliff vest May 16, 2027 or upon retirement from the Board, whichever first . |
- Performance metrics tied to director compensation: None disclosed (director equity is time-based RSUs; no options or PSUs for directors in 2024) .
Other Directorships & Interlocks
| Potential Interlock/Exposure | Assessment |
|---|---|
| RTX Corporation (defense prime) | No disclosed related-party transactions involving Winnefeld; TAP’s related-party transactions primarily involve Molson/Coors family-affiliated entities (CH Group, AVENIR GLOBAL, Montréal Canadiens, etc.)—none reference Winnefeld . |
| Private boards (Enterprise Holdings, HawkEye 360, etc.) | No disclosed conflict with TAP’s beverage operations; no related-party transactions disclosed involving Winnefeld . |
Expertise & Qualifications
- Skills matrix: Technology; Regulatory and Government Affairs; Finance/Capital Allocation; International; Supply Chain/Operations; Human Capital Management; Strategic Transactions/M&A—Winnefeld identified with capabilities in technology/cybersecurity and regulatory/government affairs among broader competencies .
- Committee fit: Audit (risk, controls, compliance); Technology Subcommittee (cybersecurity, information security); Compensation & HR (human capital, talent oversight) .
Equity Ownership
| Instrument | Quantity Outstanding (12/31/2024) |
|---|---|
| RSUs | 8,396 |
| DSUs | 0 |
- Ownership policy: Directors must own stock or equivalents equal to 5× annual retainer by end of year five; all directors meet or are on track .
- Hedging/pledging: Company prohibits hedging and short sales; enhanced anti-pledging policy with limited, pre-approved exceptions overseen by Audit Committee; details of any pledges appear in Beneficial Ownership footnotes (no Winnefeld-specific pledges disclosed in related-party section) .
Governance Assessment
- Board effectiveness: Serving on three critical committees—Audit, Technology, and Compensation & HR—Winnefeld contributes materially to financial, risk, cyber/IT, and human capital oversight; independence affirmed; attendance strong at the Board level .
- Alignment: Standard director compensation mix (cash + time-based RSUs) with meaningful unvested equity (8,396 RSUs) and stock ownership requirements (5× retainer) supports alignment; his 100% cash election for retainer reduces immediate deferral but RSU grants provide equity exposure .
- Conflicts/related-party exposure: No disclosed related-party transactions involving Winnefeld; TAP’s related-party items primarily involve Molson/Coors family-affiliated entities reviewed and deemed comparable to market terms by Audit Committee/Board—a neutral indicator for his conflict profile .
- Risk controls: Active role across committees with robust charters (clawbacks, ERM oversight, cyber/technology oversight, compensation consultant independence)—supports investor confidence; 2024 external consultant transition to Meridian noted with no conflicts of interest .
RED FLAGS
- None disclosed regarding attendance, related-party dealings, pledging, hedging, tax gross-ups, or option repricing for this director. TAP prohibits hedging/short sales and maintains an enhanced anti-pledging policy overseen by the Audit Committee .