Mark T. Smucker
KIMBERLY CLARKAbout Mark T. Smucker
Independent director since 2019; age 55. Chair, President, and CEO of The J.M. Smucker Company (CEO since 2016; Board Chair since 2022), bringing deep consumer packaged goods, marketing, innovation, and governance expertise. At Kimberly-Clark, he chairs the Nominating & Corporate Governance Committee and serves on the Executive Committee; the Board has determined he is independent. In 2024, the Board met seven times and all directors (including Smucker) attended in excess of 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The J.M. Smucker Company | Chair of the Board | 2022–present | Oversight of strategy and governance at a leading CPG company |
| The J.M. Smucker Company | President & CEO | 2016–present | Led portfolio, branded CPG growth and transformation |
| The J.M. Smucker Company | President, Consumer & Natural Foods | 2015–2016 | Category leadership and brand strategy |
| The J.M. Smucker Company | President, U.S. Retail Coffee | 2011–2015 | Led large coffee segment operations |
| The J.M. Smucker Company | President, Special Markets | 2008–2011 | Growth and channel expansion |
| The J.M. Smucker Company | VP, International | 2007–2008 | International market expansion |
| The J.M. Smucker Company | VP, International & Managing Director, Canada | 2006–2007 | Canadian operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The J.M. Smucker Company (public) | Chair of the Board; President & CEO | Chair: 2022–present; CEO: 2016–present | Only current public company board listed since 2020 |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (4 meetings in 2024); Member, Executive Committee (0 meetings in 2024).
- Independence: Board determined all directors and nominees except the CEO (Michael D. Hsu) are independent; Smucker is independent.
- Attendance: Board met 7 times in 2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Sherilyn S. McCoy (since May 2024); independent directors meet in executive session at least quarterly under the Lead Director’s chair.
- Governance framework: proxy access, majority voting, anti-hedging and pledging policy, director stock ownership guidelines; standing Sustainability Subcommittee under NCG.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Outside Director cash retainer |
| Annual RSU grant (base) | $185,000 | Standard RSU value for Outside Directors |
| Committee chair RSU add-on | $25,000 | NCG Chair add-on (total RSU value $210,000) |
| RSUs granted (units) | 1,716 | Grant date Jan 2, 2024 |
| RSUs outstanding (12/31/24) | 8,272 | Not transferable, paid after Board service ends |
| Dividend-equivalent RSUs credited (2024) | 280.22 | Grant date fair value $37,153 |
| Total 2024 compensation | $315,000 | $105,000 cash + $210,000 stock awards |
| Structural change (2025) | Base RSU increased to $195,000 | Across Outside Directors beginning in 2025 |
- Outside Director RSUs are not paid out until retirement/termination of Board service; units cannot be pledged or transferred, aligning long-term interests.
Performance Compensation
Outside Directors at Kimberly-Clark do not receive performance-based pay (no options; RSUs are time-vested and deferred until retirement). For pay-for-performance governance oversight, the Board’s MDC Committee uses clear performance metrics for executives:
| Annual Incentive Metrics (2024) | Target | Actual | Payout Impact |
|---|---|---|---|
| Organic sales growth | 4.0% | 3.2% | 82% for this component |
| Adjusted EPS | $6.95 | $7.36 | 183% for this component (excludes PPE sale impact; adjusted from $7.30) |
| PRSU Metrics (2022–2024) | Target Levels | Actual Performance | Payout |
|---|---|---|---|
| Avg annual organic sales growth | Threshold 1.0%; Target 3.0%; Max 5.0% | 5.0% | 200% of target |
| Cumulative modified free cash flow (3 years) | $4.0B / $5.0B / $6.0B | $7.4B | 200% of target |
- PRSU 2024–2026 metrics: avg annual organic sales growth (ex-Argentina), cumulative MFCF; payout range 0–200%.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | The J.M. Smucker Company (Chair; CEO) |
| KMB Committee interlocks | No compensation committee interlocks or insider participation; MDC members are independent and none are current/former KMB officers. |
Expertise & Qualifications
- Financial literacy; CEO leadership; branded CPG experience; innovation and marketing; social responsibility; compensation and governance experience.
- Board-level skills matrix shows strong coverage across strategy & transformation, marketing, M&A, and human capital among nominees; Smucker contributes to consumer products and governance depth.
Equity Ownership
| Measure (as of 12/31/2024) | Value |
|---|---|
| Beneficial ownership (shares) | 9,099; less than 1% of outstanding |
| RSUs included in beneficial ownership | Outside Director RSUs count for ownership guidelines; Smucker RSUs outstanding 8,272 |
| Shares pledged as collateral | None; no pledging by directors or executive officers per policy and disclosure |
| Director stock ownership guideline | 3x annual Board cash compensation; all Outside Directors met or are within 3 years of joining |
Governance Assessment
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Strengths: Independent status; chairs NCG Committee; participation on Executive Committee; strong attendance; robust governance framework (majority voting, proxy access, anti-hedge/pledge, director ownership guidelines; clawbacks for executives); say-on-pay support ~90% in 2024 indicating investor alignment.
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Alignment: Director pay mix favors equity deferred until end of service; RSU chair premium reflects added governance workload; no meeting fees; no options or short-term incentives.
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Conflicts/Related-party: No related person transactions since 2024; compensation committee interlocks absent.
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Engagement: Board and committee evaluations; stockholder engagement program; NCG oversight of governance and sustainability (with standing Sustainability Subcommittee).
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RED FLAGS: Time-commitment consideration as an active Chair/CEO at J.M. Smucker; mitigated by KMB policy limiting directors to ≤4 public boards and Board’s review of outside commitments for adequate time to serve. No pledging/hedging; no related-party transactions disclosed.