Gary Rodkin
Director at MKC
Board
About Gary M. Rodkin
Gary M. Rodkin, age 72, has served as an independent director of McCormick since 2017 and is a member of the Audit Committee. He is a former CEO who led major consumer packaged goods businesses, including ConAgra Foods (CEO, 2005–2015), and is designated by McCormick’s Board as an “audit committee financial expert.” He currently serves on the board of Simon Property Group and holds multiple non‑profit leadership/academic roles (Feeding America Chairman; Vice Chair, Rutgers Board of Overseers; Fellow of Executive Education at Harvard Business School; Executive in Residence at Rutgers) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods, Inc. | Chief Executive Officer | 2005–2015 | Transformed ConAgra from a holding company into a unified business with a balanced portfolio and stronger operating capabilities . |
| PepsiCo, Inc. | Chairman & CEO, Beverages and Food Division | Prior to 2005 (dates not specified) | Accountable for PepsiCo Beverages North America and Quaker Foods North America . |
| General Mills, Inc. | Various management roles | 16 years (dates not specified) | Senior leadership in consumer brands; foundation for food industry expertise . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Simon Property Group, Inc. (NYSE: SPG) | Director | Current | Only current public company directorship disclosed in past 5 years . |
| Feeding America | Chairman (non‑profit board) | Current | National hunger‑relief leadership . |
| Rutgers University | Vice Chair, Board of Overseers; Executive in Residence | Current | Governance/education leadership . |
| Harvard Business School | Fellow of Executive Education | Current | Executive education engagement . |
Board Governance
- Independence: The Board determined Rodkin is independent; all Audit Committee members meet NYSE and SEC independence requirements .
- Committee assignments: Audit Committee member; designated by the Board as an “audit committee financial expert” .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings they served on in fiscal 2024; the Board held six regular meetings. All Board members attended the prior Annual Meeting .
- Years of service: Director since 2017 (ongoing) .
- Board structure context: Combined Chair/CEO with a long‑tenured independent Lead Director (M. D. Mangan) providing added independent oversight .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; first quarterly installment in Common Stock; no meeting fees; additional retainers only for Lead Director or Committee Chairs (not applicable to Rodkin) . |
Performance Compensation
| Instrument | FY2024 Grant Value | Vesting | Holdings as of 11/30/2024 |
|---|---|---|---|
| RSUs | $100,034 | Annual RSUs vest in full on March 15 of the year following grant, subject to service; accelerate upon disability, death, or change in control . | Unvested RSUs: 1,344 . |
| Stock options | $70,012 | Annual options vest in full on March 15 of the year following grant, subject to service; accelerate upon disability, death, or change in control . | Exercisable options: 30,696; Unexercisable options: 3,732 (Common Stock) . |
Note: Director equity awards are time‑based; no performance metrics apply to director equity (unlike executive PSU programs) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflict Notes |
|---|---|---|---|
| Simon Property Group, Inc. | Director | Not disclosed in MKC proxy | MKC Board reaffirmed independence; no related‑party transactions involving directors disclosed since the beginning of fiscal 2024 . |
Expertise & Qualifications
- Strategic leadership of large, complex organizations; executive experience at publicly traded multinationals .
- Deep consumer marketing and food industry knowledge; M&A and joint venture expertise .
- Audit Committee Financial Expert designation by the Board .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Common) | 41,462 shares | Includes shares acquirable within 60 days via options/RSUs . |
| Shares acquirable within 60 days | 30,696 | Via stock options/RSUs . |
| Unvested RSUs | 1,344 | As of 11/30/2024 . |
| Unexercisable options | 3,732 | As of 11/30/2024 . |
| Ownership guidelines (non‑management directors) | 5x annual retainer | Expected within 5 years; all nominees in compliance except Ms. Bramman, Mr. Thomas, Ms. Sheppard—Rodkin in compliance . |
| Hedging/pledging policy | Prohibited for directors and officers | No pledging or hedging of McCormick stock allowed . |
Governance Assessment
- Strengths for investor confidence: Independent status; Audit Committee member with SEC “financial expert” designation; at least 75% meeting attendance; in‑compliance with robust director stock ownership guidelines; company prohibits hedging/pledging; no related‑party transactions disclosed since the start of FY2024 .
- Compensation alignment: Director pay mix emphasizes equity (time‑based RSUs and options) alongside a standard retainer; FY2024 mix for Rodkin was $100k cash retainer, $100,034 RSUs, $70,012 options (total $270,046) .
- Board oversight quality signals: Independent Lead Director structure; routine executive sessions of independent directors; strong say‑on‑pay support in 2024 (~96%), indicating broad shareholder support for the compensation program and governance approach .
- Potential red flags: None disclosed specific to Rodkin—no related‑party transactions, no pledging/hedging, no excessive external public company board load (MKC policy capped; all nominees in compliance) .