Exhibit
99.1
Description
of Compensation Arrangements for Non-Management Directors
Following
is a description of the current compensation arrangements for the non-management
directors of Constellation Brands, Inc.:
The
Company’s current compensation
program for non-management directors for their services as directors includes
cash, restricted stock, and stock option components.
The
cash component consists of (i) an
annual retainer of $60,000, payable in quarterly installments of $15,000
at the
beginning of each fiscal quarter; (ii) a Board meeting fee of $2,500 for
each
Board meeting attended (which includes regular, special and annual Board
meetings and attendance in person or by conference telephone); (iii) a committee
meeting fee of $1,500 per meeting attended (including by conference telephone);
and (iv) an annual fee of $12,000 (payable in quarterly installments of $3,000)
to the Chair of the Audit Committee and an annual fee of $9,000 (payable
in
quarterly installments of $2,250) to the position of Chairs of each of the
Human
Resources Committee and the Corporate Governance Committee.
Long-term
incentive awards in the form of options and restricted stock are another
element
of non-management director compensation. Long-term incentive awards
in the form of, among others, stock options, stock appreciation rights and
restricted stock are available for grant under the Company’s Long-Term Stock
Incentive Plan. Each
non-management director receives annually, if and as approved by the Board
of
Directors, a stock option grant and a restricted stock award. The
number of shares that may be subject to an annual option grant will not exceed
the number obtained by dividing $140,000 by the closing price of a share
of the
Company’s Class A Common Stock on the date of the grant. The number
of shares of restricted stock that may be awarded is calculated by dividing
the
sum of $40,000 by the closing price of a share of the Company’s Class A Common
Stock on the date of grant. While the Board has the flexibility to
determine at the time of each grant or award the vesting provisions for that
grant or award, historically stock option grants vest six (6) months following
the date of grant and annual awards of restricted stock vest one (1) year
from
the date of grant. The Long-Term Stock Incentive Plan and the form of
Terms and Conditions Memorandum provided to non-management directors who
receive
stock option grants are filed as Exhibits 99.1 and 99.5 to the Company’s Current
Report on Form 8-K dated December 6, 2007 and filed December 12,
2007. The form of restricted stock agreement provided to
non-management directors who receive restricted stock awards is filed as
Exhibit
10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 28, 2005.
Non-management
directors are reimbursed
for reasonable expenses incurred in connection with their attendance at Board
and committee meetings. They also receive complimentary Company
products having a value of up to $5,000 and are eligible to participate in
a
matching contribution program of the Company whereby they can direct a
portion of the Company’s charitable contributions not in excess of $5,000.
Members
of the Board of Directors who
are members of management serve without receiving any additional fee or other
compensation for their service on the
Board.