Brendan Foley
MCCORMICK & COAbout Brendan Foley
Brendan M. Foley (age 59) is McCormick’s Chairman, President, and CEO (CEO since Sept 2023; Chairman effective Jan 1, 2025; Director since 2023). He previously served as COO and held multiple President roles across Global Consumer and regional businesses; prior to McCormick he led several business units at H.J. Heinz (2008–2014) . In FY2024, McCormick delivered net sales +1% (minimal FX), operating income +10%, EPS +16% and adjusted EPS +9%, with annual incentives paying above target and FY22–FY24 PSUs vesting at 155% of target; options granted since March 2021 remained underwater as of the Record Date . The Board recombined the CEO/Chair roles in 2025 with an independent Lead Director (Michael D. Mangan) overseeing independent sessions and board effectiveness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCormick & Company | Chairman, President & CEO | Jan 2025–present | Unified leadership; recombined Chair/CEO to align long-term transition plan; Lead Director oversight retained . |
| McCormick & Company | President & CEO | Sep 2023–Dec 2024 | Executed on volume growth, margin expansion; above-target annual incentive; PSUs 155% for FY22–FY24 . |
| McCormick & Company | COO & President | 2022–2023 | Enterprise operations leadership across segments and geographies . |
| McCormick & Company | President, Global Consumer (Americas & Asia; Americas; N. America) | 2016–2022 | Led global/regional consumer businesses, strengthening marketing and customer focus . |
| McCormick & Company | President, North America; U.S. Consumer Foods | 2014–2016 | Drove U.S. consumer execution and category leadership . |
| H.J. Heinz Company | President, North American Zone; U.S. Consumer Products; U.S. Food Service | 2008–2014 | Ran major Heinz divisions; deepened P&L and category leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company directorships within the past 5 years disclosed . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (policy, effective April 1) | $925,000 | $1,100,000 (unchanged Apr 1, 2024 after Sep 1, 2023 CEO adjustment) |
| Target annual incentive (% of salary) | 150% (pro-rated from 120% pre-promotion) | 150% |
Multi-year reported compensation (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 851,827 | 953,558 | 1,146,538 |
| Stock Awards (PSUs grant-date fair value) | 1,000,067 | 1,200,028 | 3,750,020 |
| Option Awards (grant-date fair value) | 1,000,020 | 1,200,010 | 3,750,011 |
| Non-Equity Incentive Plan Compensation | 99,679 | 1,720,590 | 1,843,050 |
| All Other Compensation | 203,010 | 138,988 | 360,002 |
| Total | 3,154,602 | 5,213,172 | 10,849,622 |
Notes: Foley did not receive promotional “one-time” equity upon becoming CEO; 2024 target LTI value was set at $7.5M (50% PSUs, 50% options) .
Performance Compensation
Annual incentive design and payout:
| Item | 2023 | 2024 |
|---|---|---|
| Metrics and weight | 70% Adjusted EPS; 24% Global McCormick Profit; 6% Global Net Sales | 70% Adjusted EPS; 21% Global McCormick Profit; 4.5% Global Sales Volume Growth; 4.5% Global Net Sales |
| Target bonus (% salary) | 150% (pro-rated from 120%) | 150% |
| Enterprise payout factor | 138% | 112% (Foley) |
| Actual payout (% of salary) | 178% | 168% |
| Actual payout ($) | $1,720,590 | $1,843,050 |
Adjusted EPS goals (CHCC): FY2024 threshold equal to prior year, target +8.58%, max +14.93%; actual +10.44% paid 129% of target on EPS portion .
Long-Term Performance Plan (PSUs):
- Structure: Three-year cycles; primary metric cumulative net sales growth; relative TSR acts as a modifier (25th–75th percentile band adjusts payout 75%–125%) .
- Active cycles in 2024: FY2023–2025 and FY2024–2026 .
- Result for FY2022–2024 cycle: Earned at 155% of target based on 10.3% cumulative sales growth (above 7% target) with TSR at ~30th percentile (no positive modifier) .
- Stock vested in FY2024: Foley had 18,056 shares vest from FY22–24 LTPP, value $1,415,771 at $78.41 close on Nov 29, 2024 .
FY2024 equity grants (made for 2024 plan year):
| Grant | Date | Vehicle | Shares/Units | Strike/Terms | Grant-date FV |
|---|---|---|---|---|---|
| LTPP PSUs (FY24–26) | 12/1/2023 | PSUs | Target 57,604; Thr 14,401; Max 172,812 | TSR modifier per plan | $3,750,020 |
| Stock options | 3/27/2024 | NQSOs | 199,894 | $76.03; vests ratably over 3 years | $3,750,011 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date Dec 31, 2024) | 706,831 Common; 1,159 Non-Voting; includes 597,771 shares acquirable within 60 days via options/RSUs/LTPP; disclosed as 4.4% of class . |
| Stock ownership guidelines | CEO 6x base salary; executive officers reviewed annually; all NEOs met guidelines except Foust and Piper (still within time to comply); Foley meets guideline . |
| Pledging/hedging | Officers and directors may not pledge or hedge Company stock; short sales prohibited . |
| Outstanding awards (Nov 30, 2024) | Options: multiple grants outstanding; 199,894 (2024 grant) unexercisable; PSUs unearned: 115,208 (12/1/23) valued $9,033,459; 28,348 (12/1/22) valued $2,222,767 . |
| Options in-the-money status | As of Record Date, options granted since March 2021 remained underwater . |
Vesting/supply considerations:
- Options vesting cadence: 2024 grant vests in equal thirds on Mar 27, 2025/2026/2027; earlier grants vest per footnotes (e.g., Mar 29, 2025–2026; Mar 30, 2025) .
- Directors who are employees receive no director fees; Foley receives no director retainers (reduces incremental share flows from director equity) .
Employment Terms
| Feature | Terms |
|---|---|
| Employment agreement | McCormick does not maintain employment agreements for U.S. NEOs (except where legally required) . |
| Severance Plan (non‑CIC) | CEO: 1.5x (base + target bonus); others 1.0x. Pro‑rata target annual bonus; immediate vesting of equity that would vest during severance period; CEO has 1.5 years to exercise options . |
| Severance Plan (CIC, double trigger) | CEO: 2.5x (base + target bonus); others 2.0x. Full vesting of all equity; LTPP open cycles vest at target; pro‑rata target annual bonus . |
| Non‑compete/non‑solicit | CEO up to 18 months; others 12–24 months post-termination . |
| Change in control definition | Includes merger where holders own ≤50% of survivor, sale of substantially all assets, 35% beneficial owner, or loss of board majority continuity . |
| Estimated payouts (as of Nov 30, 2024) | Cash severance: $5,775,000 (non‑CIC); $8,525,000 (CIC). LTPP acceleration: FY23–25 $800,000 (non‑CIC) / $1,200,000 (CIC); FY24–26 $1,250,000 (non‑CIC) / $3,750,000 (CIC). Options acceleration value (death/disability/CIC): $475,748 . |
| Clawbacks | Two policies: mandatory recovery under SEC/NYSE restatement rules and plan-based forfeiture/recoupment for cause and covenant breaches; SOX 304-related reimbursement in misconduct restatements . |
| Tax gross‑ups | None for perquisites or parachutes; cutback approach if excise tax would apply . |
Deferred compensation (historical context):
- Foley participates in non-qualified plans; in FY2023 he deferred $43,394 (salary) with company NQ contributions of $59,590; aggregate balance $1,176,579 as of Nov 30, 2023 .
Board Governance (service, committees, independence)
- Board service: Director since 2023; Chairman effective Jan 1, 2025; no board committee assignments (as management director) .
- Dual-role implications: Company historically combines CEO/Chair based on context; in 2025 the Board recombined roles following a planned transition; Lead Independent Director (Michael D. Mangan) provides independent oversight and leads executive sessions, mitigating independence concerns .
- Employee directors receive no director fees; director equity/fees apply only to non-management directors .
Compensation Structure Analysis
- Mix and alignment: Majority of target total compensation is performance-based (annual cash + PSUs + options). 2024 target LTI $7.5M split 50/50 PSUs/options; annual incentive 150% of salary target .
- Metric rigor: EPS targets calibrated to peer performance; 2024 EPS actual +10.44% paid 129% on EPS component; enterprise payout factor 112% resulting in 168% of salary bonus for Foley .
- LTPP outcomes: FY22–24 PSUs at 155% on cumulative sales; TSR modifier did not increase payout, indicating focus on fundamental growth while validating with capital market returns .
- Governance features: Independent CHCC, independent consultant (WTW), clawbacks, ownership guidelines (CEO 6x), no pledging/hedging, no tax gross-ups; say‑on‑pay approval ~96% in 2024 .
Risk Indicators & Red Flags
- Combined CEO/Chair: Mitigated by a long‑standing independent Lead Director and regular structure reviews .
- Hedging/pledging: Prohibited for officers and directors (good governance) .
- Option repricing: No indication of repricing; options since March 2021 are underwater as of Record Date .
- Say‑on‑pay: Strong shareholder support (~96%), lowering governance overhang risk .
Equity Ownership & Director Service Details
| Beneficial Ownership (Record Date) | Common | Non-Voting | Derivative within 60 days | % of Class |
|---|---|---|---|---|
| Brendan M. Foley | 706,831 | 1,159 | 597,771 | 4.4% |
Investment Implications
- Pay-for-performance alignment: Incentives emphasize EPS, profit, volume, and net sales annually, with PSUs tied to multi-year sales growth and TSR; FY2024 annual bonus paid 112% and FY22–24 PSUs at 155%, consistent with operational improvement but tempered equity market outcomes (no TSR uplift) . This alignment reduces risk of value-destructive behavior.
- Insider selling pressure: Options are largely underwater as of the Record Date, lowering near-term exercise-driven selling; PSU and option vesting schedules (notably 2024–2027 tranches) create periodic supply, but CEO guideline (6x salary) and no-pledging constraints support alignment and reduce forced selling risk .
- Retention and CIC economics: CEO severance multiples of 1.5x (non‑CIC) and 2.5x (CIC), double‑trigger equity vesting, and 18‑month non‑compete indicate robust but not excessive protection; no gross‑ups and strong clawbacks are shareholder‑friendly .
- Governance: Combined CEO/Chair can raise independence questions; however, the presence of a seasoned Lead Independent Director and explicit board rationale mitigate concerns, signaling stable oversight during strategy execution .
- Track record: 2024 fundamentals improved (EPS +16%, adj EPS +9%, margin expansion), and incentives reflected that; continued delivery on sales growth and TSR relative to peers are levers for future PSU outcomes and stock performance .