Michael Smith
CHURCH & DWIGHT CO INC /DE/About Michael R. Smith
Independent director of Church & Dwight (CHD) since 2024; age 60. Retired Executive Vice President and former Chief Financial Officer of McCormick & Company (CFO 2016–2024; EVP 2024–Feb 2025), with 33 years at McCormick in finance, capital markets, international roles and corporate accounting; early career at Coopers & Lybrand. Serves on CHD’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Executive Vice President | 2024–Feb 2025 | Senior leadership spanning finance, strategy, M&A, risk, IT oversight |
| McCormick & Company, Inc. | Executive Vice President & Chief Financial Officer | Sept 2016–Dec 2024 | Led global finance; internal controls; capital markets; investor relations |
| McCormick & Company, Inc. | Senior VP Corporate Finance; SVP Capital Markets & CFO North America; CFO & VP Finance EMEA; VP Treasury & IR; multiple finance roles | Various 1990s–2016 | Extensive global finance, supply chain, and IT exposure |
| Coopers & Lybrand | Various roles | Early career | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MillerKnoll, Inc. | Director | Current | Global design company; no obvious customer/supplier linkage to CHD disclosed |
Board Governance
- Committee assignments: Audit Committee member; no chair roles disclosed for Smith at CHD .
- Independence: Board affirmed Smith is independent under NYSE and CHD categorical standards .
- Financial expert: Board determined Smith is an “audit committee financial expert” (SEC definition) .
- Attendance: CHD disclosed each incumbent director attended ≥75% of Board and applicable committee meetings in 2024; Board met 9x, Audit 5x, Compensation 5x, Governance 4x .
- Overboarding policy: Non-employee directors limited to ≤4 public boards; all directors in compliance; Smith currently on 2 (CHD, MillerKnoll) .
- Executive sessions and lead independent oversight: Regular independent director executive sessions; Lead Director presides (to transition to independent Chair in Sept 2025) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Directors can elect cash or stock for retainers; Smith received no cash in 2024 and deferred $60,000 of fees into the Director Deferred Compensation Plan |
| Stock Awards (RSUs, fee stock) | $140,000 | Grant date fair value (ASC 718); includes equity and any fee stock election |
| Option Awards | $80,000 | Grant date fair value (ASC 718) under 2022 Omnibus Plan |
| Total | $220,000 | Aggregate 2024 director compensation for Smith |
| Pro-rata retainer | N/A amount not separately disclosed | Smith received a pro-rata portion of the Board retainer upon joining July 8, 2024 |
Additional structural details:
- Standard annual director retainer $120,000; Annual equity grant guideline $160,000; committee chair/lead premiums vary (e.g., Audit Chair $145,000; Lead Director $150,000). Directors may elect cash vs stock for retainer; fee stock determined by share price at payment date .
- Deferred Compensation Plan: directors may defer fees, paid in shares post-termination; distributions can be lump sum or installments; immediate distribution on change-in-control .
Performance Compensation
| Award Type | 2024 Grant Value | Held as of 12/31/2024 | Vesting/Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Included in $140,000 Stock Awards | 760 RSUs | RSUs vest in full on 1st anniversary of grant; immediate vest on Retirement (≥6 years of Board service) or upon death/disability |
| Stock Options | $80,000 | 2,470 options | Options vest in full on 3rd anniversary or 3rd annual meeting after grant; continue to vest post-Retirement; remain outstanding for option term; extended treatment for death/disability |
Program features and controls:
- Clawbacks: Omnibus Equity Compensation Plan and award agreements incorporate CHD clawback policies; broader clawback policies also described (Dodd-Frank/NYSE compliant) .
- Anti-hedging/pledging: Insider trading policy prohibits pledging, short sales, and hedging for directors .
- No director PSUs disclosed; equity awards for directors are time-vested RSUs and options (not performance-conditioned) .
Other Directorships & Interlocks
| Company | Role | Committee Roles (external) | Interlock/Conflict Note |
|---|---|---|---|
| MillerKnoll, Inc. | Director | Not disclosed | No CHD-related related-party transactions in 2024; no compensation committee interlocks at CHD in 2024 |
Expertise & Qualifications
- Deep public company finance experience: CFO/EVP roles across geographies, capital markets, internal controls, investor relations, supply chain, IT oversight .
- Audit and controls: Designated audit committee financial expert by CHD Board .
- Global CPG domain: 33-year McCormick tenure provides relevant consumer products perspective for CHD .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (beneficial) | 0 shares (as of Mar 5, 2025) |
| Notional shares in Director Deferred Compensation Plan | 541 shares equivalent |
| Options (held) | 2,470 options (underlying shares) |
| RSUs (held) | 760 RSUs |
| Shares pledged | None of directors/executives’ shares are pledged; policy prohibits pledging |
| Ownership guidelines | Directors required to hold shares equal to 5x standard annual retainer ($120,000 → $600,000); hold 50% of shares until in compliance; directors are on track within five years of later of Apr 27, 2022 amendment or join date |
Governance Assessment
- Board effectiveness: Smith strengthens Audit oversight as an “audit committee financial expert” with CFO experience, supporting financial reporting integrity and risk oversight .
- Independence/engagement: Independent status confirmed; CHD reported ≥75% attendance for all incumbents; governance practices include regular executive sessions and robust Lead Director role transitioning to independent Chair, enhancing oversight .
- Ownership alignment: While Smith reported 0 owned shares as of Mar 5, 2025, he participates in equity awards and deferred compensation; CHD’s director ownership guidelines (5x retainer) and holding requirements aim to drive alignment over time .
- Compensation structure: Director pay mix is standard market practice (retainer + time-based RSUs/options); no PSUs or performance metrics for directors; clawbacks and anti-hedging/pledging policies mitigate risk; annual limit $750,000 caps total director compensation .
- Conflicts/related-party: No related person transactions disclosed for 2024; no compensation committee interlocks; overboarding policy in place and in compliance .
- RED FLAGS: None disclosed specific to Smith. Potential watch items include low current share ownership (0) versus guideline—but directors have five years to comply and Smith joined mid-2024; anti-pledging/hedging policies reduce alignment risks .