Jacques Tapiero
Director at MKC
Board
About Jacques Tapiero
Jacques Tapiero, age 66, has served as an independent director of McCormick & Company (MKC) since 2012. He sits on the Compensation and Human Capital Committee (CHCC). Tapiero is a former Senior Vice President and President, Emerging Markets at Eli Lilly and Company, with deep international operating experience and compensation alignment expertise; he also serves as lead director of Esteve (Spain), a pharmaceuticals and contract manufacturing company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President; President, Emerging Markets; member of Executive Committee | 2009–2014 | Led business across >70 countries; focused on fastest-growing markets (China, Russia, Brazil, Mexico, South Korea, Turkey) |
| Eli Lilly and Company | President, Intercontinental Region (Asia, Australia, Africa, Middle East, Canada, Latin America, Russia) | 2004–2009 | General management across broad international footprint |
| Eli Lilly and Company | President & General Manager, Lilly France | 2000–2004 | Country P&L leadership |
| Eli Lilly do Brasil Ltd | President & General Manager | 1995–1999 | Country P&L leadership |
| Eli Lilly and Company | Managing Director, Lilly Sweden | 1993–1995 | Country leadership |
| Eli Lilly and Company | Financial analyst and successive finance, sales, marketing roles (U.S., Switzerland, France) | Joined 1983 | Finance and commercial management foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Esteve – Spain (pharmaceuticals and contract manufacturing) | Lead Director | 2016–present | Private company; not a disclosed MKC related-party |
| Other U.S. public company boards | None | — | None held in current or past five years |
Board Governance
- Independence: The Board affirmatively determined Tapiero is independent under NYSE standards and MKC guidelines .
- Committee assignment: Member, Compensation and Human Capital Committee (CHCC); CHCC met 9 times in FY2024 .
- Board/committee meetings: Board met 6 times; Audit 6; Nominating & Corporate Governance (N&CG) 4 in FY2024 .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in FY2024; all directors attended last year’s Annual Meeting .
- Lead Independent Director structure: Independent Lead Director (M.D. Mangan) provides added oversight; duties include presiding over executive sessions and engaging shareholders .
- Executive sessions: Independent directors meet in executive session before and after each Board meeting .
- Ownership guidelines for directors: 5x annual retainer ($100,000 in 2024) within five years; Tapiero is in compliance (non-compliant only: Bramman, Thomas, Sheppard, each within grace periods) .
- Outside board limits: Directors capped at four other public boards (stricter if serving as CEO); all nominees compliant .
- Conflicts/related party: Company reports no director/executive/>5% holder had a material related-party transaction since start of FY2024; related-party transactions policy overseen by management and Audit Committee .
- Hedging/pledging: Directors and Board-appointed officers may not pledge or hedge MKC stock, reducing alignment risk .
- Compensation committee interlocks: None .
- Say-on-Pay: 96% approval at 2024 annual meeting—supportive signal for compensation governance .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer |
| Lead Director fee | $0 | Not applicable to Tapiero |
| Committee chair fees | $0 | Not a chair (Audit $25k; CHCC $20k; N&CG $15k apply to chairs) |
| Meeting/other fees | $0 | Not used by MKC for directors |
| Cash fees deferred | $92,500 | Deferred under Non-Qualified Retirement Savings Plan (at director’s election) |
Performance Compensation (Director Equity)
| Award Type | Grant Value (FY2024) | Vesting | Notes |
|---|---|---|---|
| RSUs (Common) | $100,034 | Vest in full on March 15 following grant year (service-based) | Annual grant under 2022 Omnibus Plan; directors may elect to defer receipt; dividends paid upon vesting if deferred (post-2023 grants) |
| Stock Options (Common) | $70,012 | Vest in full on March 15 following grant year (service-based) | Annual grant approximating $70k fair value |
Performance metrics table (director equity):
| Element | Metric(s) | Payout Calibration | Notes |
|---|---|---|---|
| Director RSUs/Options | None (time-based vesting) | N/A | No performance conditions; accelerate on disability, death, or change in control while serving |
Outstanding awards (as of Nov 30, 2024):
| Instrument | Count |
|---|---|
| Exercisable options (Common) | 40,696 |
| Unexercisable options (Common) | 3,732 |
| Unvested RSUs (Common) | 1,344 |
Total FY2024 director compensation:
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Jacques Tapiero | 100,000 | 100,034 | 70,012 | 270,046 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| Esteve – Spain | Private | Lead Director | — | No MKC related-party transactions disclosed |
| U.S. public company boards | — | None | — | None |
Expertise & Qualifications
- Senior executive experience at a publicly traded multinational, with strategic leadership of large, complex organizations .
- Extensive general management across international operations; compensation alignment experience (relevant to CHCC) .
- Sector adjacency (global branded healthcare/pharma) complements MKC’s consumer and flavor solutions international growth focus .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership – Common | 71,180 | Includes shares held directly/indirectly and plan holdings |
| Beneficial ownership – Common Non‑Voting | 2,620 | As of record date |
| Shares acquirable within 60 days | 40,696 | From options/RSUs included in totals per footnote (2) |
| Deferred compensation plan (notional MKC stock) | 2,267 | Non‑Qualified Retirement Savings Plan holdings included in beneficial ownership |
| Ownership guideline (5x retainer) | In compliance | Director guideline enforced; non‑compliant only: Bramman, Thomas, Sheppard (within grace periods) |
| Pledging/Hedging | Prohibited for directors | Per Corporate Governance Guidelines |
| Award acceleration terms | Options/RSUs accelerate on death, disability, change in control | While serving on Board |
Governance Assessment
-
Strengths:
- Independent, globally seasoned operator with deep emerging-market experience; relevant for MKC’s international footprint and CHCC responsibilities .
- Member of CHCC with robust governance infrastructure (independent consultant WTW; risk review; clawbacks under 2022 Plan) .
- Strong alignment: meaningful equity exposure; compliant with 5x retainer ownership guideline; hedging/pledging prohibited .
- Board structure includes independent Lead Director and regular executive sessions, supporting oversight with combined Chair/CEO model .
- Shareholder support signal: 96% Say‑on‑Pay in 2024 .
-
Watch items / potential risks:
- Tenure since 2012 suggests the importance of ongoing refreshment; MKC has added six new directors since 2015, partially mitigating entrenchment risk .
- No individualized attendance percentage disclosed (only ≥75% for all incumbents); continued monitoring of attendance trends is prudent .
- No related-party concerns disclosed for Tapiero; maintain oversight via established related‑party review procedures .