Jaime Montemayor
GENERAL MILLSAbout Jaime Montemayor
Jaime Montemayor, 61, serves as General Mills’ Chief Digital and Technology Officer (CDTO), a role he assumed in February 2020 after more than two decades in senior technology leadership, including CIO posts at PepsiCo and CTO of 7‑Eleven; from 2017–2020 he founded and ran a digital technology consulting firm . Under his remit, General Mills’ cybersecurity program is led by the CDTO; the company reports no material cybersecurity breach in recent years, with board‑level audit oversight of the program . Company performance during FY2025 included net sales of $19.5B (down 2% YoY), adjusted operating profit of $3.4B (down 7% CC), and free cash flow ~$2.3B with 97% conversion; the FY2023–FY2025 PSU cycle paid out at 89% of target (TSR at the 36th percentile vs peers), evidencing moderate multi‑year performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PepsiCo | SVP & CIO, Americas Foods | 2013–2015 | Led large‑scale enterprise IT and operations for a multi‑billion segment . |
| PepsiCo | SVP & CIO, Digital Innovation, Data & Analytics | 2015–2016 | Drove digital innovation and data/analytics strategy enterprise‑wide . |
| 7‑Eleven | Chief Technology Officer | 2017 | Oversaw technology modernization for a large retail operator . |
| Independent | Founder/Operator, digital technology consulting | 2017–2020 | Advised companies on digital transformation before joining GIS as CDTO . |
External Roles
| Role | Organization | Status |
|---|---|---|
| Public company directorships | — | None disclosed in General Mills filings . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 687,500 | 700,000 | 706,667 |
| Perquisites ($) | 164,084 | 182,077 | 118,674 |
| Company Retirement Contributions ($) | — | — | 107,045 (32,400 401(k) match; 74,645 Supplemental Savings) |
| Total Reported Compensation ($) | 3,507,148 | 3,257,331 | 3,252,581 |
Notes:
- FY2025 perquisites detail: Personal car $3,162; financial counseling $8,000; other $467 .
Performance Compensation
Annual Incentive (Executive Incentive Plan)
| Measure (weight) | Target | Actual | Payout % (component) |
|---|---|---|---|
| Organic Net Sales Growth (50%) | 2.0% | -1.8% | 24% |
| Adjusted Operating Profit Growth (50%) | 1.0% | -7.9% | 29% |
| Business Achievement (weighted) | — | — | 27% |
| Individual Performance (20% of award) | CEO/Committee assessed | CEO/Committee assessed | 0–200% scale (NEO range yielded 37–45% of target overall) |
Individual results:
- Target annual cash incentive opportunity (dollars): $565,333 .
- Actual FY2025 non‑equity incentive earned: $252,139 .
Long‑Term Incentives (grant year FY2025 unless noted)
| Instrument | Grant/Terms | Amount/Count | Vesting |
|---|---|---|---|
| PSUs (50% of LTI) | 3‑yr performance (FY2025–FY2027); metrics: Organic Net Sales CAGR & Cumulative Operating Cash Flow; +/-25% Relative TSR modifier | $1,051,226 at target grant‑date value | Cliff vest after 3 years; 1‑year post‑vest holding requirement |
| RSUs (25% of LTI) | Grant date 6/28/2024 | 8,695 units; grant‑date value $550,046 | 4‑yr graded, 25% per year |
| Stock Options (25% of LTI) | Grant date 6/28/2024; exercise price $63.26 | 43,472 options; grant‑date value $573,830 | 4‑yr graded, 25% per year; 10 years + 1 month term (exp. 7/28/2034) |
Multi‑year performance realization:
- FY2023–FY2025 PSU cycle payout: 89% of target; TSR at 36th percentile (no modifier applied) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 61,547 GIS shares; exercisable options: 84,706; ownership <1% of outstanding . |
| Unvested RSUs (by grant) | 5,831 (6/29/2021); 6,227 and 11,084 (6/28/2022); 4,889 (6/30/2023); 8,695 (6/28/2024) . |
| Unearned PSUs (target) | 13,038 (6/30/2023 cycle); 17,390 (6/28/2024 cycle) . |
| Options outstanding (selected tranches) | Exercisable: 28,387 (6/30/2020), 8,149 (6/30/2023); Unexercisable: 29,153 (6/29/2021), 31,135 (6/28/2022), 24,446 (6/30/2023), 43,472 (6/28/2024) . |
| Ownership Guidelines | Senior leadership requirement = 5x base salary; Montemayor at 6x with 90,100 “shares owned” counted for guideline purposes (includes certain deferred/RSU holdings) . |
| Hedging/Pledging | Prohibited for executive officers and directors . |
| FY2025 Vested Equity | 30,632 shares vested (RSUs/PSUs) with realized value of $1,937,780; no options exercised in FY2025 . |
Employment Terms
| Topic | Key terms |
|---|---|
| Role/Start | CDTO since Feb 2020 . |
| Employment Contract | No individual employment agreement for NEOs . |
| Annual Bonus Plan | 80% company results (Organic Net Sales Growth; Adjusted Operating Profit Growth), 20% individual; 0–200% payout range . |
| LTI Plan | PSUs (Organic Net Sales CAGR; Cumulative Operating Cash Flow; TSR modifier), RSUs, Options; standard GIS terms and clawbacks . |
| Clawback | Executive compensation subject to robust clawback policies and recovery on restatement and certain misconduct ; equity awards also reference executive clawback policies . |
| Non‑Solicitation/Restrictive Covenants | Award agreements include restrictive covenants; agreement specifies 2‑year non‑solicitation of employees and customers post‑departure; breaches can trigger rescission/forfeiture or repayment (lookback four years) . |
| Death/Retirement/Termination Equity Treatment | Death: awards become fully vested; Retirement (≥55 and ≥5 years service): continued vesting per schedule (pro‑rata in first year if within 12 months of grant); Certain involuntary terminations: pro‑rata vesting of near‑term tranches; detailed in award terms . |
| Change‑in‑Control | Company applies double‑trigger vesting provisions for executive equity/severance . |
| Severance/COC Economics (as of 5/25/2025) | Involuntary Not‑for‑Cause: $2,001,189; Death: $3,912,655; Change‑in‑Control (under severance plan): $5,905,844; Retirement: $8,000 (estimated ancillary value) . |
| Insider Trading | Pre‑clearance required; blackout periods; hedging/pledging prohibited . |
Performance Compensation – Metric Design and Outcomes (detail)
| Element | Metric | Weight | FY2025 Target | FY2025 Actual | Payout |
|---|---|---|---|---|---|
| Annual Bonus | Organic Net Sales Growth | 50% | 2.0% | -1.8% | 24% |
| Annual Bonus | Adjusted Operating Profit Growth | 50% | 1.0% | -7.9% | 29% |
| Annual Bonus | Business Achievement | — | — | — | 27% |
| Annual Bonus | Individual Achievement | 20% of award | CEO/Committee assessment | CEO/Committee assessment | NEOs realized 37–45% of target overall |
| PSU (FY2025 grant) | Organic Net Sales CAGR; Cumulative Operating Cash Flow | 50%/50% (TSR +/-25% modifier) | 3‑year period (FY2025–FY2027) | In progress | Pays 0–200% +/‑ TSR modifier |
| PSU (FY2023–FY2025) | Same as prior | — | See plan | Organic Net Sales 2.6% vs 3.1% target (86%); Cash Flow $9,244M vs $9,480M (92%); TSR 25th–75th percentile (no modifier) | 89% |
Say‑on‑Pay, Peer Benchmarking, and Governance
- Say‑on‑Pay support was ~93% at the 2024 Annual Meeting, indicating broad shareholder endorsement of pay practices .
- Compensation peer group spans large CPG companies (e.g., KO, PEP, PG, CL, KMB, K, MDLZ, HSY, CAG, KHC, SJM, CLX, KDP), reviewed annually to benchmark levels, mix, and design .
- Key design features: rigorous stock ownership requirements (CEO 10x, senior leadership 5x), no hedging/pledging, no employment contracts for NEOs, double‑trigger CoC vesting, independent consultant (FW Cook) advising the committee .
Investment Implications
- Pay‑for‑performance alignment: Montemayor’s FY2025 annual bonus was materially below target (business achievement 27%; actual bonus $252k vs $565k target), consistent with the company’s below‑plan growth/profit, while multi‑year PSUs paid at 89% for FY2023–FY2025—moderate alignment that avoids windfalls in a softer year .
- Limited selling/pledging risk: Strict anti‑hedging/anti‑pledging policy, steady 4‑year RSU/option vesting cadence, and <1% ownership reduce near‑term insider selling overhang; FY2025 saw significant vesting but no option exercises, which tempers immediate supply pressure .
- Retention and change‑in‑control: Absence of an individual employment contract, but meaningful severance/COC values ($2.0M involuntary; $5.9M COC) plus continued‑vesting retirement terms and standard awards should support retention; restrictive covenants (2‑year non‑solicit) and clawbacks mitigate post‑employment risk .
- Execution risk in CDTO remit: The cybersecurity program explicitly sits under the CDTO and has board audit oversight with no material breaches disclosed, supporting confidence in operational risk governance during a period of digital transformation and cost‑savings via technology (HMM productivity) .
Back‑tests of compensation outcomes and current policy structure suggest alignment with shareholders and balanced incentives for volume restoration, cash conversion, and long‑term value creation.