Jacinth Smiley
DONALDSON CoAbout Jacinth C. Smiley
Executive Vice President and Chief Financial Officer of Hormel Foods since January 2022; independent director of Donaldson Company (DCI) since 2022. Age 57, with a Bachelor’s in Accounting from the University of Connecticut and CPA credential. Tenure on DCI’s Board: elected in 2022, nominated for a term expiring in 2028; designated Audit Committee Financial Expert by the DCI Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hormel Foods Corporation | EVP & CFO | Jan 2022–present | Public company finance leadership; capital allocation and risk oversight experience |
| Hormel Foods Corporation | Group VP, Corporate Strategy | Apr 2021–Dec 2021 | Strategy leadership, investment planning |
| LyondellBasell Industries N.V. | Vice President & Chief Accounting Officer | 2018–2021 | SEC reporting and controllership |
| GE Oil & Gas (North America) | CFO, Region | 2014–2018 | Operations finance; industrial market exposure |
| GE Corporate, Licensing | CFO | 2012–2014 | Portfolio/licensing finance |
| GE Capital, Equipment Finance | Director, FP&A | 2009–2012 | FP&A and credit risk analytics |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Hormel Foods Corporation | EVP & CFO | No | Current operating role; not a Hormel director |
| Other U.S. Public Company Boards (past 5 years) | — | None | No other public boards disclosed |
Board Governance
- Committee assignments: Audit Committee member; not a chair. The Audit Committee met 8 times in FY25; Board met 6 times. All directors attended at least 75% of aggregate Board and committee meetings and attended the Annual Meeting.
- Expertise: Designated Audit Committee Financial Expert; all Audit members meet NYSE financial literacy standards.
- Independence: Board determined Smiley is independent under SEC/NYSE rules; DCI sells products to Hormel, but amounts were less than 1% of Hormel’s revenues over the last three years, below DCI’s related-party thresholds.
- Engagement: Independent directors meet in executive session at each Board and committee meeting; written charters govern committee responsibilities.
Fixed Compensation
| Component | Fiscal 2024 | Fiscal 2025 | Notes |
|---|---|---|---|
| Annual Board Retainer (program) | $90,000 | $90,000 | Increased to $90k effective Apr 2024; applies to all non-employee directors. |
| Committee Chair Retainers (program) | Audit $22,000; HR $15,000; Corp Gov $15,000 | Audit $22,000; HR $15,000; Corp Gov $15,000 | Smiley is not a chair. |
| Lead Director Retainer (program) | $30,000 | $30,000 | Not applicable to Smiley. |
| Smiley – Fees Earned/Paid in Cash | $82,500 | $22,500 | Lower cash in FY25 likely reflects deferral election to stock per Non-Employee Director Plan. |
Performance Compensation
| Equity Element | Fiscal 2024 | Fiscal 2025 | Vesting/Terms |
|---|---|---|---|
| Annual Equity Value (program) | $150,000 | $170,000 (effective Jan 2025) | 50% options; 50% RSUs. |
| RSUs granted (program) | 1,200 RSUs (Jan 2, 2024) | 1,300 RSUs (Jan 2, 2025) | RSUs cliff vest 1 year; dividend equivalents accrue. |
| Stock Options granted (program) | 3,700 options (Jan 2, 2024) | 3,900 options (Jan 2, 2025) | 10-year term; vest 1/3 annually over 3 years; exercise price = closing market price on grant date. |
| Smiley – Stock Awards (grant-date fair value) | $77,748 | $154,981 | Computed under ASC 718. |
| Smiley – Option Awards (grant-date fair value) | $75,933 | $85,962 | Computed under ASC 718. |
Notes on director equity design:
- RSUs and options are time-based; DCI does not use performance-based PSUs for director pay. Equity awards are granted annually and support long-term alignment.
Director Compensation – Smiley (Year-over-Year)
| Metric | Fiscal 2024 | Fiscal 2025 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | 82,500 | 22,500 |
| Stock Awards ($) | 77,748 | 154,981 |
| Option Awards ($) | 75,933 | 85,962 |
| Total ($) | 236,181 | 263,443 |
Other Directorships & Interlocks
| Relationship | Description | Materiality | Independence Determination |
|---|---|---|---|
| DCI ↔ Hormel Foods | DCI sells products to Hormel Foods (Smiley is Hormel CFO) | Less than 1% of Hormel’s annual revenues (each of last 3 years) | Board deemed Smiley independent under SEC/NYSE; transactions below DCI’s related-party thresholds. |
Expertise & Qualifications
- Public company finance and accounting leadership; SEC reporting and controllership; global operations finance.
- Audit Committee Financial Expert designation by the Board.
- Education: B.S. Accounting, University of Connecticut; Certified Public Accountant.
Equity Ownership
| Metric | As of Sep 23, 2024 | As of Sep 22, 2025 |
|---|---|---|
| Beneficial Ownership – Total Shares | 7,051 | 12,946 |
| Deferred Stock Units Included | — | 1,028 |
| RSUs + Exercisable Options Included | 4,468 | 8,061 |
| Director Deferred Stock Awards (count) | — | 1,024 |
| Outstanding RSUs (count) | 1,209 | 1,311 |
| Stock Options – Exercisable (count) | 4,468 | 8,601 |
| Stock Options – Unexercisable (count) | 7,932 | 7,699 |
Alignment and restrictions:
- Director stock ownership guideline: $450,000 of DCI stock within five years of election; in-the-money vested options (net of exercise cost) count toward ownership. Directors with ≥5 years have met the guideline; Smiley is within her five-year window.
- Hedging and pledging of Company stock prohibited for directors; margin accounts/derivatives also prohibited.
Governance Assessment
- Positive signals:
- Independent Audit Committee member and designated financial expert, supporting robust oversight of financial reporting, internal controls, and cyber risk.
- Strong attendance expectations met; Board and Audit Committee met 6 and 8 times in FY25, respectively, with directors attending at least 75% of meetings.
- Director pay structure heavily equity-weighted (options + RSUs), aligning interests with shareholders; Smiley’s FY25 equity awards increased while cash declined, consistent with deferral and alignment practices.
- Strict insider trading policy (no hedging/pledging) and clear related-party transaction review framework.
- Potential conflicts (mitigated):
- Interlock via Hormel CFO role; DCI sells products to Hormel. Materiality is low (<1% of revenues) and Board affirmed independence under SEC/NYSE standards. Monitor for changes in volume, pricing, or terms.
- Compensation governance context:
- Non-employee director compensation reviewed by independent consultant (WTW); program updated to maintain market alignment; equity value increased to $170k effective Jan 2025.
- RED FLAGS: None disclosed for Smiley regarding low attendance, related-party transactions exceeding thresholds, hedging/pledging, or director-specific pay anomalies. Related-party exposure exists but below thresholds and subject to Audit Committee policy review.