Anne Bramman
MCCORMICK & COAbout Anne L. Bramman
Anne L. Bramman, age 57, is an independent director of McCormick & Company, Inc. (MKC) since 2020 and currently serves as Chair of the Audit Committee; the Board has designated her as an “audit committee financial expert” under SEC rules based on senior finance leadership roles at multiple large companies . The Board formally determined her independence, including consideration of a commercial relationship between MKC and Circana (where she served as Chief Financial and Growth Officer through August 2024), concluding the relationship is not material for independence due to de minimis payments, lack of her involvement in negotiations, and alternative supplier availability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Circana, Inc. | Chief Financial and Growth Officer | Through Aug 2024 | Senior finance leadership; commercial relationship with MKC assessed as immaterial for independence |
| Boston Consulting Group | Senior Advisor | Jan 2023 – Jun 2023 | Strategic finance advisory experience |
| Nordstrom, Inc. | Chief Financial Officer | 2017 – 2022 | Oversight of audit, reporting, IR, FP&A, IT, tax, treasury |
| Avery Dennison Corporation | SVP & CFO | 2015 – 2017 | Financial strategy and operations leadership |
| Carnival Cruise Line (division of Carnival Corp.) | SVP & CFO | 2010 – 2015 | Finance/accounting, HR, and IT oversight |
| L Brands, Inc. / Henri Bendel | VP & Assistant Treasurer (M&A, Capital Markets); CFO of Henri Bendel | ~2002 – 2008; CFO in 2008 | M&A and capital markets expertise; subsidiary CFO role |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Public company directorships (current) | — | None | No other board seats, reducing overboarding risk |
| Public company directorships (past 5 years) | — | None | No recent interlocks via external boards |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee held 6 meetings in FY2024; all directors attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting .
- Audit Committee membership and independence: All members are independent under NYSE and SEC standards; the Audit Committee report is submitted by Ms. Bramman (Chair) alongside Montiel, Rodkin, Thomas, and Sheppard .
- Risk oversight scope: Audit oversees financial reporting, internal controls, financial and cyber risks; Compensation & Human Capital Committee oversees incentive-related risks; Nominating & Corporate Governance oversees ESG and board composition risks .
- Independence determination: Board concluded Ms. Bramman has no material relationship with MKC after assessing MKC–Circana transactions; payments <2% of Circana revenues, she did not negotiate, and services are available elsewhere .
- Lead Independent Director: Michael D. Mangan serves as Lead Director, providing independent leadership of the Board .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; first installment in Common Stock, subsequent installments in cash |
| Committee chair cash fees | Program: Audit Chair $25,000; CHCC Chair $20,000; Nominating Chair $15,000 | Structure of cash compensation for chair roles (program terms) |
| Meeting fees | None disclosed | Directors receive retainers and equity grants; no meeting fees disclosed |
- Ms. Bramman’s FY2024 director compensation totaled $270,046, comprised of $100,000 cash, $100,034 RSUs (grant-date fair value), and $70,012 options (grant-date fair value) under the 2022 Omnibus Incentive Plan .
Performance Compensation
| Award Type | FY2024 Grant Value | Vesting | Change-in-Control / Acceleration | Deferral/Dividends |
|---|---|---|---|---|
| RSUs | $100,034 | Vest in full on March 15 of the year following grant, subject to continued board service | RSUs vest in full upon disability, death, or change in control while serving | |
| Stock Options | $70,012 (value approximating $70k) | Vest in full on March 15 of the year following grant, subject to continued board service | Options become fully exercisable upon disability, death, or change in control while serving | |
| RSU Deferral | Election permitted pre-grant | If deferred, director receives dividends beginning with fiscal 2023 grants upon vesting; voting rights begin at deferral end | Deferral period ends at date specified by director or six months after board departure |
| Performance Metrics for Director Equity | Applicability |
|---|---|
| TSR, EPS, Sales, EBITDA | None; director equity awards are time-based (vesting on March 15 following grant) |
Other Directorships & Interlocks
| Topic | Status/Details |
|---|---|
| Other public company boards | None (current or past 5 years) |
| CHCC interlocks | None; no CHCC member was an MKC officer in FY2024 and no interlocking relationship required to be reported under SEC rules |
| Board service limits | Policy limits to ≤4 other public company boards for directors; all nominees compliant |
Expertise & Qualifications
- Core skills: Strategic leadership, financial literacy, international operations, M&A/JV experience; executive experience at a publicly traded company .
- Audit committee financial expert: Board determined Ms. Bramman qualifies under SEC rules .
- Audit oversight activities: Committee reviewed audited financials, ICFR effectiveness, auditor independence, and pre-approval of audit/non-audit services; recommended inclusion of audited financials in FY2024 Form 10-K and appointment of EY for FY2025 .
Equity Ownership
| Category | Common Stock | Common Stock Non-Voting | Notes |
|---|---|---|---|
| Beneficial ownership (direct/indirect) | 18,883 | — | As disclosed in Director Nominees table |
| Right to acquire within 60 days (options) | 16,415 (2) | — | Footnote (2) indicates shares subject to options exercisable within 60 days |
| Equity Award Status (as of Nov 30, 2024) | Count |
|---|---|
| Exercisable options (Common) | 13,604 |
| Unexercisable options (Common) | 3,732 |
| Unvested RSUs (Common) | 1,344 |
- Stock ownership guidelines: Non-management directors must hold shares equal to ≥5x annual retainer within 5 years of election (retainer was $100,000 in 2024); Ms. Bramman (joined 2020) was not in compliance as of Record Date and required by CHCC to hold all company stock until she meets the guideline (target due by January 2025) .
Governance Assessment
- Board effectiveness and independence: Ms. Bramman chairs an all-independent Audit Committee and is designated a financial expert, supporting robust oversight of financial reporting, internal controls, and auditor independence—positive for investor confidence .
- Attendance and engagement: Directors met attendance thresholds (≥75%) and all attended the Annual Meeting; Audit Committee met 6 times in FY2024, indicating active oversight .
- Potential conflicts: A commercial relationship with Circana (her former employer) was assessed and determined immaterial for independence (payments <2% of Circana revenues; no negotiation involvement; arm’s length; alternative sources available)—mitigated and monitored by the Board .
- Director pay structure: Balanced cash/equity mix with time-based RSUs and options; clear vesting and change-in-control acceleration terms; eligibility to defer RSUs with dividend accrual beginning with fiscal 2023 grants .
- Ownership alignment: RED FLAG — non-compliance with director stock ownership guideline by the required date (Jan 2025); CHCC imposed full hold requirement on all MKC stock until compliant. This signals alignment enforcement but highlights a gap relative to guideline expectations .
- Overboarding risk: None detected; no other public company directorships currently or in the past five years .
Overall, Ms. Bramman’s audit leadership and financial expertise are positives for governance and risk oversight; the Board’s independent assessment of the Circana relationship reduces conflict concerns, while her shortfall vs. ownership guidelines is a notable RED FLAG that the CHCC is actively addressing via hold requirements .