Constellation Brands (STZ) names Nicholas Fink CEO with multi-year pay and severance deal
Rhea-AI Filing Summary
Constellation Brands announced a planned CEO transition. The Board appointed Nicholas Fink as President and CEO effective April 13, 2026, succeeding Bill Newlands. Fink, currently CEO of Fortune Brands Innovations and a Constellation director since 2021, will remain on the Board.
Fink’s employment agreement sets an initial annual base salary of $1.4 million, a Fiscal 2027 bonus target at 160% of base salary, and a Fiscal 2027 long‑term equity award with grant date fair value of $11 million. He will also receive a replacement equity award of 85,385 restricted stock units and 415,295 stock options, vesting over three years, plus up to $50,000 in legal fee reimbursement.
If his agreement expires or he has a qualifying termination, Fink is eligible for cash severance equal to twice base salary and twice his average bonus, 24 months of medical and dental payments, and 18 months of outplacement services. Newlands will serve as Strategic Advisor from April 13 to April 30, 2026, then as a consultant through December 31, 2026 for a total fee of $1.2 million.
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Insights
Orderly CEO succession with a sizable but typical large-cap pay package.
Constellation Brands is executing a structured CEO handover, naming Nicholas Fink as President and CEO effective April 13, 2026 while retaining outgoing CEO Bill Newlands as advisor and consultant for several months to support continuity.
Fink’s compensation — $1.4 million base salary, a 160% bonus target, an $11 million long‑term equity grant, and a sizable replacement equity award — aligns with large consumer staples leadership roles. The agreement hardwires severance at two times salary and average bonus plus benefits support, which is generous but within common market norms.
Newlands’ short Strategic Advisor role followed by consulting through December 31, 2026 for $1.2 million helps preserve institutional knowledge during the transition. Actual impact on performance will depend on Fink’s execution, which will be reflected in future operating and financial disclosures.
8-K Event Classification
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
President and Chief Executive Officer Transition
On February 10, 2026, the Board of Directors (the “Board”) of Constellation Brands, Inc. (“Constellation” or the “Company”) appointed Nicholas I. Fink to serve as the Company’s President and Chief Executive Officer (“CEO”), effective April 13, 2026 (the “Effective Date”). Following the Effective Date, Mr. Fink will continue to serve as a member of the Board, a position he has held since January 2021.
Mr. Fink, age 51, has served as Chief Executive Officer and a member of the Board of Directors of Fortune Brands Innovations, Inc. (NYSE: FBIN) (“Fortune Brands”) since January 2020. From March 2019 to January 2020, he served as President and Chief Operating Officer of Fortune Brands. From July 2016 to March 2019, he served as President of Fortune Brands’ Water Innovations group. From June 2015 to July 2016, Mr. Fink served as Senior Vice President of Global Growth and Development of Fortune Brands. Prior to that, he served as President, Asia Pacific and South America of Beam Suntory, Inc. (now known as Suntory Global Spirits), a global spirits company.
In connection with these events, the Human Resources Committee (the “Committee”) of the Board determined that it was appropriate to enter into an executive employment arrangement (“Employment Agreement”) with Mr. Fink, effective as of February 10, 2026. Under the Employment Agreement, Mr. Fink will be employed as the Company’s President and Chief Executive Officer effective as of April 13, 2026. The Employment Agreement contains provisions concerning the term of employment, voluntary and involuntary termination, severance payments, and other termination benefits. The term of the Employment Agreement runs from February 10, 2026 until February 28, 2027, provided that on February 28, 2027, and on each subsequent anniversary thereof, the term shall automatically be extended by the parties for an additional one-year period, until the Company gives Mr. Fink notice, not less than 180 days prior to February 28, 2027, or an anniversary thereof, of a decision not to extend the Employment Agreement for an additional one-year period.
The Employment Agreement provides for an initial annual base salary level for Mr. Fink in the amount of $1,400,000, which may be adjusted upwards by the Committee. He is also eligible to participate in the benefit plans that are generally made available to all executives of the Company. The Employment Agreement specifies a target award under the Company’s Annual Management Incentive Program (“AMIP”) for Fiscal 2027 equal to 160% of base salary, and participation in the Company’s Long-Term Stock Incentive Plan (“LTSIP”) with a Fiscal 2027 annual equity award having an aggregate grant date fair value of $11,000,000. In addition, following the commencement of his employment, in consideration of equity that he is forfeiting by leaving his current employer and as consideration for commencing employment with us, Mr. Fink will receive an equity award consisting of 85,385 restricted stock units and 415,295 nonqualified stock options (the “Replacement Equity Award”). The Employment Agreement includes an adjustment mechanism to address fluctuations in the Company’s stock price between signing of the Employment Agreement and the grant of the Replacement Equity Award. The Replacement Equity Award vests on a pro-rated basis over a three-year period, subject to Mr. Fink’s continued employment through each applicable vesting date, except in cases of death, disability, retirement, voluntary termination for good reason, or involuntary termination without cause. The Agreement provides for reimbursement of up to $50,000 in legal fees incurred by Mr. Fink in connection with the negotiation and drafting of the Employment Agreement.
In the event that the Employment Agreement expires or his employment is terminated by him for a Good Reason Termination or by the Company for any reason other than a For Cause Termination (as each term is defined in the Employment Agreement), the Employment Agreement provides for: (a) a lump-sum cash payment equal to two (2) times his base salary as in effect on the termination date, plus two (2) times the average annual bonus payable to him over the prior three (3) most recently completed fiscal years; (b) a series of twenty-four (24) monthly payments equal to the monthly cost of medical and dental coverage; and (c) reasonable outplacement services for a period of
eighteen (18) months. If the Company revokes the Employment Agreement, fails to hire Mr. Fink, he voluntarily terminates his employment for good reason or is involuntarily terminated by the Company without cause prior to the grant of the Replacement Equity Award, Mr. Fink will be entitled to a lump-sum cash payment equal to the sum of the severance amount and the aggregate grant date fair value of the Replacement Equity Award calculated as of the Effective Date, payable within 60 days following such revocation or termination of employment.
In addition, the Employment Agreement contains restrictions upon Mr. Fink’s ability, during and after the period of employment, to use confidential information or trade secrets of the Company, to provide services that are competitive with the Company, and to solicit or induce employees to terminate their employment relationships with the Company. As of February 10, 2026, Mr. Fink ceased being a member of the Human Resources Committee and the Corporate Governance, Nominating, and Responsibility Committee. As of the Effective Date, he will no longer receive the compensation payable to non-management directors for service on the Board.
On February 10, 2026, the Board and William A. Newlands agreed that Mr. Newlands will step down from the role of President and CEO, effective as of the Effective Date. In addition, Mr. Newlands will retire as a member of the Board, also effective as of the Effective Date. From the Effective Date through April 30, 2026, Mr. Newlands will continue as an employee of the Company in the role of Strategic Advisor. In connection with his departure on April 30, 2026, Mr. Newlands will be eligible for severance benefits in accordance with the terms of his pre-existing employment agreement, subject to execution and non-revocation of a release of claims. Also on February 10, 2026, the Committee approved an agreement with Mr. Newlands under which he will serve as a consultant from May 1, 2026 through December 31, 2026, providing, among other things, strategic transition support and advisory services to Mr. Fink (the “Transition Agreement”). Under the Transition Agreement, Mr. Newlands will receive a total consulting fee of $1,200,000, along with reimbursement of certain business expenses, subject to compliance with ongoing confidentiality, non-competition, and non-solicitation obligations.
The foregoing description of the Employment Agreement and the Transition Agreement is a summary, does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full texts of the Employment Agreement and the Transition Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
There are no arrangements or understandings between Mr. Fink and any other person pursuant to which he was selected as an executive officer, and there have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding Mr. Fink that are required to be disclosed by Item 404(a) of Regulation S-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations, prospects, plans and objectives of management, including statements regarding including the timing of and transition plan for the announced president and CEO succession, and expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that such actions will in fact occur or will occur on the timetable contemplated hereby. All forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Constellation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
In addition to risks and uncertainties associated with ordinary business operations, the forward-looking statements contained in this Current Report on Form 8-K are subject to other risks and uncertainties, including the accuracy of all projections and other factors and uncertainties disclosed from time-to-time in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 28, 2025, which could cause actual future performance or events to differ from current expectations.
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026, the Company issued a news release (the “release”) announcing certain changes in the Company’s senior management personnel described in Item 5.02 above. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
References to Constellation’s website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites, or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Executive Employment Agreement effective February 10, 2026 between Constellation Brands, Inc. and Nicholas I. Fink.* | |
| 10.2 | Transition Agreement effective February 10, 2026 between Constellation Brands, Inc. and William A. Newlands.* | |
| 99.1 | News Release of Constellation Brands, Inc. dated February 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Designates management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 12, 2026 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
CONSTELLATION BRANDS ANNOUNCES CEO SUCCESSION PLAN
Nicholas Fink to Succeed Bill Newlands as
President and Chief Executive Officer Effective April 13, 2026,
Newlands to Serve as Strategic Advisor to Help Ensure a Smooth Leadership Transition
ROCHESTER, N.Y., Feb. 12, 2026 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, today announced that its Board of Directors has appointed Nicholas Fink as the company’s next President and Chief Executive Officer, effective April 13, 2026. Fink, a member of Constellation’s Board of Directors since 2021, will succeed current President and CEO Bill Newlands, and will continue to serve on the company’s Board. Newlands will step down as President and CEO effective April 13, 2026, and will continue to serve as a strategic advisor over the next several months to help ensure a smooth transition of leadership responsibilities. In addition, Newlands will retire from the company’s Board effective April 13, 2026.
“Over the past several years, Constellation Brands’ Board of Directors has engaged in a thoughtful and comprehensive CEO succession planning process, and we are excited to welcome Nick as our next President and CEO,” said Constellation Brands Board Chair Chris Baldwin. “Nick has a diversified set of leadership experiences and is an accomplished beverage alcohol executive with a deep understanding of Constellation’s business model, having served as a member of the company’s Board for the past five years. Nick will bring unique perspective and capabilities that will benefit Constellation and its stakeholders as we position the company for long-term success in a rapidly evolving and hyper-competitive environment.”
Fink brings a track record of successfully leading a public, multi-category business, beverage alcohol industry experience, and visionary leadership with a proven ability for building new growth platforms and strong premium lifestyle brands that evolve with changing consumer demands. He has served as Chief Executive Officer at Fortune Brands Innovations, a leading global home, security, and digital products company since January 2020. As CEO, Fink guided Fortune Brands Innovations through the COVID-19 pandemic, accelerated its digital transformation, spearheaded the company’s transformation to focus on growing sectors of the market, and delivered consistent market outperformance. Prior to joining Fortune Brands Innovations, Fink served in a number of senior leadership roles at Suntory Global Spirits over a nine-year span, including responsibilities as President, Asia Pacific and South America, and Senior Vice President, Chief Strategy Officer.
“I’m excited to join the Constellation Brands team in my new capacity as President and CEO and to continue building on the company’s strong track record of industry leadership,” said Fink. “I’ve long admired Constellation’s ability to build iconic brands that resonate strongly with consumers. I look forward to getting out into the market, engaging with team members and industry partners across the business, and working with the Constellation team to further build on the company’s core strengths which include building great brands and leveraging innovation to satisfy more consumer occasions, while developing new growth platforms that meet the evolving needs of consumers as the landscape continues to shift within the beverage alcohol sector.”
Fink will succeed Newlands, who joined Constellation Brands in 2015 and has served as the company’s President and CEO since 2019.
“We want to thank Bill for his leadership as part of the Constellation Brands team for more than a decade, including the past seven years as President and CEO,” said Baldwin. “During Bill’s time as President and CEO, Constellation Brands consistently ranked among the top growth leaders among large CPG companies, and Modelo Especial became the #1 selling beer in U.S. dollar sales. Bill also oversaw the reshaping of Constellation’s Wine & Spirits portfolio, which now consists entirely of a powerful collection of higher-end, higher-margin brands aligned with consumer trends.”
“Under Bill’s direction, we’ve established a strong leadership team and a portfolio of iconic brands that are outperforming the market, and a disciplined approach to financial management and capital allocation,” Baldwin continued. “Thanks to these efforts, Constellation Brands has a solid foundation from which to continue building upon.”
“It has been a tremendous honor to serve as President and CEO at Constellation Brands,” said Newlands. “As I’ve consistently said throughout the years, we have the best team in the business, a strong portfolio of brands people love, a consumer-obsessed focus on innovation, and a strong leadership team focused on delivering what’s next. I look forward to working with Nick in the coming months to help ensure a smooth transition, and I’m excited to see what the team achieves in the years ahead under Nick’s leadership.”
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ABOUT CONSTELLATION BRANDS
Constellation Brands (NYSE: STZ) is a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Our mission is to build brands that people love because we believe elevating human connections is Worth Reaching For. It’s worth our dedication, hard work, and calculated risks to anticipate market trends and deliver for our consumers, shareholders, employees, and industry. This dedication is what has driven us to become one of the fastest-growing, large CPG companies in the U.S. at retail, and it drives our pursuit to deliver what’s next.
Every day, people reach for brands from our high-end, imported beer portfolio anchored by the iconic Corona Extra and Modelo Especial, a flavorful lineup of Modelo Cheladas, and favorites like Pacifico, and Victoria; our exceptional wine brands including The Prisoner Wine Company, Robert Mondavi Winery, Kim Crawford, Schrader Cellars, and Lingua Franca; and our craft spirits brands such as Casa Noble Tequila and High West Whiskey.
As an agriculture-based company, we strive to operate in a way that is sustainable and responsible. Our ESG strategy is embedded into our business and we focus on serving as good stewards of the environment, investing in our communities, and promoting responsible beverage alcohol consumption. We believe these aspirations in support of our longer-term business strategy allow us to contribute to a future that is truly Worth Reaching For.
To learn more, visit www.cbrands.com and follow us on LinkedIn and Instagram.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations, prospects, plans, and objectives of management, including the expected timing and plans for the President and CEO succession, including Fink’s and Newlands’ new roles and Newlands retiring from the Board, the smoothness of the leadership transition, the company’s ability to achieve long-term success in a rapidly evolving and hyper-competitive environment and to continue building on the company’s strong track record of industry leadership, solid foundation, and core strengths while developing new growth platforms that meet the evolving needs of consumers as the landscape continues to shift within the beverage alcohol sector, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements.
The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that any of the events anticipated by the forward-looking statements will in fact occur or will occur on the timetable contemplated hereby. All forward-looking statements speak only as of the date of this news release and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
In addition to risks and uncertainties associated with ordinary business operations, the forward-looking statements contained in this news release are subject to other risks and uncertainties, including the accuracy of all projections, and other factors and uncertainties disclosed from time-to-time in Constellation Brands’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 28, 2025, which could cause actual future performance to differ from current expectations.
| MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS | |
| Amy Martin 585-678-7141 / amy.martin@cbrands.com | Blair Veenema 585-284-4433 / blair.veenema@cbrands.com Snehal Shah 847-385-4940 / snehal.shah@cbrands.com David Paccapaniccia 585-282-7227 /david.paccapaniccia@cbrands.com | |
FAQ
What CEO succession did Constellation Brands (STZ) announce in this 8-K?
Constellation Brands announced that Nicholas Fink will become President and CEO on April 13, 2026, succeeding Bill Newlands. Fink has served on Constellation’s Board since 2021 and is currently CEO of Fortune Brands Innovations, bringing public company and beverage alcohol experience.
What are Nicholas Fink’s key compensation terms at Constellation Brands (STZ)?
Nicholas Fink will receive a $1.4 million annual base salary, a Fiscal 2027 bonus target equal to 160% of base salary, and a long-term equity award with $11 million grant date fair value. He also receives 85,385 RSUs and 415,295 stock options as a replacement equity award.
What severance protections does Nicholas Fink receive from Constellation Brands (STZ)?
Upon agreement expiry or certain qualifying terminations, Fink is entitled to a lump sum of two times base salary plus two times his average bonus over the prior three fiscal years, 24 monthly medical and dental payments, and 18 months of reasonable outplacement services, subject to the agreement’s conditions.
What role will outgoing CEO Bill Newlands have at Constellation Brands (STZ)?
Bill Newlands will step down as President, CEO, and director on April 13, 2026, then serve as a Strategic Advisor through April 30, 2026. Under a Transition Agreement, he will then act as a consultant through December 31, 2026 for a total consulting fee of $1.2 million.
How long is Nicholas Fink’s employment agreement with Constellation Brands (STZ)?
Fink’s employment agreement runs from February 10, 2026 to February 28, 2027, and automatically renews for one-year periods each February 28 unless the company gives at least 180 days’ notice of non-renewal, providing rolling term protection typical for senior executives.
Does Constellation Brands (STZ) include restrictive covenants in Nicholas Fink’s contract?
Yes. Fink’s employment agreement restricts his use of Constellation’s confidential information and trade secrets and limits his ability to engage in competitive services or solicit employees during and after employment, reflecting standard executive non-competition and non-solicitation provisions.
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