Andrew Foust
President, Americas at MKC
Executive
About Andrew Foust
Andrew D. Foust (age 44) serves as President, Americas (2021–present) and is a Named Executive Officer at McCormick & Company (MKC). He has 20 years and 2 months of service with McCormick, with prior roles leading U.S. Consumer Products and McCormick Canada . Company 2024 performance was net sales +1%, operating income +10%, EPS +16%, cash from operations $922 million, and 10% total annual stockholder return over the last 10 years; 2024 annual incentive payouts for corporate NEOs were 112% of target while Mr. Foust’s was 103% (reflecting above-target EPS moderated by profit and sales performance below target) . Executives are prohibited from pledging or hedging company stock; stock ownership guidelines require Presidents to hold 3x base pay—Mr. Foust has until June 2028 to comply .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCormick & Company | President, Americas | 2021–present | — |
| McCormick & Company | President, U.S. Consumer Products Division | 2018–2021 | — |
| McCormick & Company | General Manager – McCormick Canada | 2016–2018 | — |
External Roles
- Not disclosed in the proxy .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Salary paid | $588,461 | Salary reflects fiscal-year timing; base effective Apr 1, 2024 set at $600,000 |
| Executive auto allowance | $22,846 | Perquisites are taxable; no tax gross-ups |
| Executive benefit allowance | $17,654 | Financial planning/wellness |
| Executive financial counseling | $15,732 | |
| Excess liability premiums | $1,069 | |
| 401(k) employer match | $17,250 | Up to 5% of eligible comp |
| Company contributions to deferred comp | $58,203 | NQRSP match + 3% profit sharing above IRS limit |
| Profit sharing | $31,614 | Qualified plan profit sharing |
| All other compensation (sum) | $164,368 | |
| Pension plan present value | $122,579 | Defined benefit plan frozen; present value at 11/30/2024 |
Performance Compensation
Annual Incentive (FY 2024)
| Metric | Weighting | Target/Payout Calibration | Actual Outcome |
|---|---|---|---|
| Adjusted EPS (constant currency) | 50% | Threshold: prior year = 30%; Target: +8.58% = 100%; Max: +14.93% = 200% | Actual +10.44% → 129% factor for EPS |
| Americas Profit | 35% | Quantitative goal (confidential) | Included in 103% overall payout |
| Americas Sales Volume Growth | 7.5% | Quantitative goal (confidential) | Included in 103% overall payout |
| Americas Net Sales | 7.5% | Quantitative goal (confidential) | Included in 103% overall payout |
| Payout Summary | FY 2024 |
|---|---|
| Target annual incentive opportunity (% of salary) | 80% |
| Payout factor (% of target) | 103% |
| Actual annual incentive (% of base salary) | 82% |
| Non-equity incentive paid ($) | $493,788 |
Long-Term Incentive (PSUs & Options)
| Cycle / Grant | Metric Design | Target/Calibration | Outcome / Status |
|---|---|---|---|
| LTPP FY2022–FY2024 (3-year) | Cumulative net sales growth (primary) + relative TSR modifier vs Peer Group | Sales threshold 1.0%; max 13.0%; TSR modifier 50–150% based on percentile | Earned 155% (sales +10.3% vs 7% target; TSR at 30th percentile, no modifier) |
| LTPP FY2023–FY2025 (active) | Same metrics | Sales threshold 3.0%; max 15.0%; TSR modifier 75–125% | In process; equity shown as max amounts per SEC rules |
| LTPP FY2024–FY2026 (active) | Same metrics | Sales threshold 3.0%; max 13.0%; TSR modifier 75–125% | In process; equity shown as max amounts per SEC rules |
| FY2024 PSU grant (12/1/2023) | Shares earned at cycle end (PSUs) | Threshold 1,921; Target 7,681; Max 23,043 PSUs; Fair value $500,033 | Pending |
| FY2024 Options (3/27/2024) | Time-vested stock options | 26,653 options; strike $76.03; vest in equal tranches Mar 27, 2025/2026/2027; FV $500,010; expire 3/27/2034 | |
| Prior option grants | Time-vested stock options | 3/29/2023: 2,153/4,307 (exercisable/unexercisable), strike $81.79; vest 2025/2026; expire 3/29/2033. 3/30/2022: 3,388/1,694, strike $97.26; vest 2025; expire 3/30/2032. Older grants summarized below |
FY 2024 Equity Vested
| Award | Shares vested | Value realized |
|---|---|---|
| LTPP FY22–FY24 PSUs | 4,063 | $318,580 (at $78.41 close) |
| RSUs (time-based) | 1,239 | $84,593 (at vest dates) |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Common Stock held (beneficial) | 24,665 |
| Common Stock Non-Voting held (beneficial) | 324 |
| Shares acquirable within 60 days (options/RSUs/LTPP) | 19,350 |
| RSUs outstanding and vesting schedule | 1,599 RSUs (3/29/2023): 533 vested 3/15/2024; 533 vest 3/15/2025; 533 vest 3/15/2026. 1,192 RSUs (3/30/2022): 397 vested 3/15/2023 and 3/15/2024; 398 vest 3/15/2025 |
| Options outstanding (selected) | 26,653 unexercisable (3/27/2024, $76.03, exp. 2034); 4,307 unexercisable (3/29/2023, $81.79, exp. 2033); 1,694 unexercisable (3/30/2022, $97.26, exp. 2032); plus older exercisable options |
| Ownership guidelines | Presidents: 3.0x base pay; Mr. Foust has until June 2028 to meet requirement |
| Pledging/Hedging | Prohibited for directors and officers |
| Underwater options status | Stock options granted since March 2021 remain underwater as of the Record Date |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | Executives generally do not have employment agreements (except where legally required) |
| Severance Plan (without CIC) | Cash severance: all others 1.0x (base + full-year target bonus); pro-rata annual incentive at target; pro-rata LTPP at actual performance; immediate vesting for equity that would vest during severance period; option exercise within 1 year (CEO 1.5 years) |
| Severance Plan (with CIC; double trigger) | Cash severance: all others 2.0x (base + full-year target bonus); annual incentive pro-rata at target; full vesting of all open LTPP cycles at target; full vesting of all equity awards |
| Restrictive covenants | Non-compete/non-solicit ranges from 12 months (all others) to 18 months (CEO) and up to 24 months depending on circumstances |
| Excise tax gross-ups | None; benefits cut back to avoid excise tax if it results in greater after-tax value |
| Clawback policies | Mandatory recovery for restatements under Section 10D/NYSE; broader forfeiture/recoupment under the 2022 Omnibus Plan for cause or covenant violations |
| Potential payments (illustrative, as of 11/30/2024) | Involuntary termination without cause: cash severance $1,560,000; LTPP pro-rata FY23–25 $166,667; LTPP pro-rata FY24–26 $166,667; RSUs pro-rata $73,000; pension PV $122,579; options gain $0 (no in-the-money within severance period). CIC termination: cash severance $2,640,000; LTPP target FY23–25 $250,000; LTPP target FY24–26 $500,000; accelerated options $63,434; accelerated RSUs $114,792; pension PV $122,579 |
Compensation Structure (Mix and Trends)
- Target annual incentive opportunity set at 80% of salary; 2024 payout at 103% of target (82% of base salary), with weightings tilted toward EPS and Americas profit/sales/volume to align pay with segment performance .
- Long-term incentives are 50% PSUs and 50% stock options; PSUs tied to multi-year cumulative net sales with relative TSR modifier; 2022–2024 PSUs paid at 155%, indicating strong sales growth despite modest TSR .
- Perquisites are limited and fully taxable; no tax gross-ups; clawbacks and stock ownership guidelines enhance alignment .
- Say-on-pay support was ~96% in 2024, indicating broad shareholder approval of compensation design .
Equity Ownership & Alignment Analysis
- Beneficial ownership is well below 1% of outstanding shares; executives must meet stock ownership guidelines (3x base pay for Presidents). Mr. Foust is on track with a compliance deadline of June 2028, reinforcing long-term alignment .
- No pledging or hedging permitted, reducing alignment risk; insider equity remains largely unexercisable or underwater since March 2021 options, implying low near-term exercise-driven selling pressure .
- Deferred compensation participation (exec contributed $105,378; company $58,203; aggregate balance $596,682) suggests modest liquidity planning without signaling aggressive diversification away from MKC equity .
Investment Implications
- Pay-for-performance alignment: Incentive mix heavily weighted to EPS and segment profit/sales metrics, with multi-year PSUs tied to cumulative net sales and modified by TSR; FY22–24 PSU payout at 155% underscores execution on sales growth, while TSR moderation tempers windfall risk .
- Selling pressure: Underwater options since 2021 and time-based vesting schedules reduce immediate exercise-driven supply; RSU vesting is staggered (2025/2026), with severance/CIC terms requiring double-trigger for acceleration, mitigating event-driven selling risk .
- Alignment safeguards: Strict anti-pledging/hedging, robust clawbacks, no excise tax gross-ups, and stock ownership requirements (with an individualized compliance runway to June 2028) support investor confidence in governance and alignment .
- Retention and transition economics: Severance multiples (2.0x under CIC; 1.0x otherwise) and double-trigger equity vesting balance retention with shareholder protection; illustrative CIC totals for Mr. Foust are material but structured to avoid single-trigger windfalls .