Kurt T. Schmidt
CAMPBELL'SAbout Kurt T. Schmidt
Independent director of The Campbell’s Company (CPB) since 2018; age 68. Former President & CEO of Cronos Group (2020–2022) and Blue Buffalo Pet Products (director & CEO, 2012–2016), with senior leadership roles at Nestlé S.A. (Deputy EVP overseeing Nestlé Nutrition; Executive Committee member, 2007–2012) and CEO of Gerber Products (2004–2007). Education: B.S. in Chemistry, U.S. Naval Academy; MBA, University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cronos Group Inc. | President & Chief Executive Officer | Sep 2020 – Mar 2022 | Led global cannabinoid business; operating CEO experience |
| Blue Buffalo Pet Products, Inc. | Director and Chief Executive Officer | 2012 – 2016 | Public company board and operating CEO experience |
| Nestlé S.A. | Deputy Executive Vice President; responsible for Nestlé Nutrition; Executive Committee member | 2007 – 2012 | Global P&L, M&A/integration oversight in nutrition |
| Gerber Products Company | President & Chief Executive Officer | 2004 – 2007 | Infant nutrition, CPG operating leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (last 5 years) | None | — | CPB proxy discloses no other public boards in past 5 years |
Board Governance
- Independence: Independent director; all four standing board committees are fully independent .
- Board and committee attendance: Board held 6 regular and 1 special meeting in FY2025; all directors attended ≥85% of their Board and committee meetings .
- Leadership: Independent Board Chair (Keith R. McLoughlin); independent directors meet in executive session .
- Overboarding limits: Max four other public boards (non-CEO); Audit members capped at two other audit committees; all directors in compliance .
- Related-party transactions: None during the period reviewed; Governance Committee oversees related-person transactions .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Compensation & Organization | Yes | No | Interlocks/insider participation: none; uses independent consultant FW Cook |
| Governance | Yes | No | Oversees ESG matters, director comp, independence, evaluations |
| Audit | No | — | Audit consists solely of independent directors; financial experts designated (not Schmidt) |
| Finance & Corporate Development | No | — | — |
Fixed Compensation (Director)
| Item | FY2025 Amount/Policy |
|---|---|
| Annual cash retainer (non‑employee director) | $119,000 |
| Annual stock retainer (policy) | $167,000 (equity portion increased by $10,000 in 2025) |
| Committee chair retainers (if applicable) | Audit $30,000; Comp & Org $25,000; Finance $20,000; Governance $20,000 (50% cash/50% stock) |
| Audit Committee member retainer (non‑chair) | $7,500 |
| Meeting fees | None (no per‑meeting fees) |
| Board Chair retainer (separate role) | $350,000 |
| FY2025 compensation – Kurt T. Schmidt | Cash: $119,000; Stock awards: $162,000; Total: $281,000 |
| Deferral elections (Kurt T. Schmidt) | Deferred both cash and stock into Supplemental Retirement Plan; stock deferrals invested in Campbell Stock Fund indexed to CPB |
Notes: Directors may elect to receive shares in lieu of cash; retainers paid quarterly; robust ownership guideline applies (see below) .
Performance Compensation (Director)
Directors do not receive performance‑based incentives or stock options; compensation consists of cash and equity retainers, with no meeting fees. No director options, no performance metrics, and equity vests at grant for director stock awards (2025 directors fully vested at grant) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships (last 5 years) | None disclosed for Schmidt |
| Compensation & Organization Committee interlocks | None for the committee; no member has relationships requiring disclosure |
Expertise & Qualifications
- Executive leadership in global CPG/food, pet, and nutrition categories; deep operating and integration experience (Nestlé Nutrition, Gerber, Blue Buffalo) .
- Strategic transactions and M&A integration background; brand/consumer orientation in packaged goods .
- Education: U.S. Naval Academy (Chemistry) and University of Chicago (MBA), supporting analytical and financial rigor .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned CPB shares | 277 shares (sole voting/investment power) |
| Options/RSUs acquirable within 60 days | 0 |
| Phantom units in deferred compensation | 45,172 units (no voting rights) |
| Ownership guidelines | Directors must hold CPB equal to 5x cash retainer within 5 years; all directors have met or are on track |
| Hedging/pledging | Hedging prohibited; pledging prohibited (no existing pledge agreements among directors/officers) |
Note: Phantom units track CPB stock economically but do not carry voting rights .
Governance Assessment
-
Positives
- Independent director serving on Compensation & Organization and Governance Committees—key oversight of pay, succession, ESG, director independence, and board refreshment .
- Strong alignment signals: defers both cash and equity into CPB‑linked accounts; robust director ownership standard in place and on track across board; anti‑hedging/anti‑pledging policies enforced .
- Attendance and engagement: board maintained ≥85% attendance across directors; board leadership is independent; committees fully independent .
- No related‑party transactions in the review period; no C&O Committee interlocks .
-
Watch items
- Small reported direct shareholding (277 shares) versus larger phantom unit balance; while phantom units align economically, they lack voting rights—diluting “voice” alignment despite economic exposure .
- Concentrated family ownership and supermajority provisions remain broader CPB governance considerations (board position maintains current approach), though not specific to Schmidt; board cites stability rationale while proxy includes a shareholder proposal to shift to simple majority .
-
Committee quality signals
- Compensation & Organization Committee uses independent consultant FW Cook; program features double‑trigger CIC, no option repricing, no tax gross‑ups, and clawbacks—indicative of pay governance discipline Schmidt helps oversee .
-
Shareholder responsiveness
- Prior Say-on-Pay support was strong (96% in 2024), supporting compensation oversight credibility of the committee on which Schmidt serves .
Insider Trading and Compliance
- Section 16(a) compliance: Company reports all required insider filings were timely in FY2025 except for one late Form 3 (Mary Alice D. Malone Revocable Trust) and one late Form 4 (gifts by Bennett Dorrance); no issues disclosed for Schmidt .
- Insider Trading Policy applies; prohibits hedging and speculative transactions by directors; pledging prohibited (no existing pledges) .
Summary Implications for Investors
- Schmidt brings seasoned CPG operating and integration expertise to pay and governance oversight roles—supportive for board effectiveness. His deferral choices and ownership guideline framework support economic alignment, though minimal direct voting shares and phantom unit structure are a nuance. No conflicts or attendance concerns are disclosed; committee independence and use of external advisors, plus strong Say‑on‑Pay support, indicate solid governance oversight where Schmidt participates .