Jeffery Schwartz
Vice President, General Counsel & Secretary at MKC
Executive
About Jeffery Schwartz
Jeffery D. Schwartz is Vice President, General Counsel and Secretary at McCormick & Company (MKC), serving in this role since 2014; he is 54 years old as of the 2024 proxy record date . As an executive officer, his annual incentive metrics have emphasized adjusted EPS, McCormick Profit, net sales, and volume growth; in fiscal 2024 his plan paid 95% of base salary on a 112% payout factor against targets, reflecting company-level execution on earnings, profit, and top-line goals . Company pay-versus-performance data show MKC net sales of $6,723.7 million and net income of $788.5 million in 2024, with a company TSR index at 90.40 vs. peer group 115.59, contextualizing incentive outcomes relative to shareholder returns and financial performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCormick & Company | Vice President, General Counsel & Secretary | 2014–present | Oversees legal and corporate governance; included as Named Executive Officer in compensation framework tied to EPS, profit, sales and volume . |
External Roles
No external directorships or roles disclosed for Schwartz in the latest proxies.
Fixed Compensation
Summary Compensation (multi-year)
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Salary ($) | 509,231 | 549,615 | 592,692 | 623,077 | 642,692 | 688,846 |
| Stock Awards ($) | 600,067 | 750,248 | 750,022 | 800,036 | 850,027 | 900,008 |
| Option Awards ($) | 200,025 | 1,750,024 | 750,006 | 800,007 | 850,007 | 900,011 |
| Non-Equity Incentive ($) | 842,463 | 1,112,556 | 760,806 | 29,500 | 763,555 | 636,132 |
| Change in Pension Value ($) | 66,336 | 43,137 | — | — | — | 71,349 |
| All Other Compensation ($) | 107,308 | 122,868 | 147,921 | 150,301 | 93,382 | 189,507 |
| Total ($) | 2,325,430 | 4,328,449 | 3,001,448 | 2,402,921 | 3,199,663 | 3,385,852 |
2024 All Other Compensation detail
| Component | Amount ($) |
|---|---|
| Executive Auto Allowance | 22,846 |
| Executive Benefit Allowance | 17,654 |
| Executive Financial Counseling | — |
| Excess Liability Policy (Premium) | 1,069 |
| Employer Match – 401(k) | 17,250 |
| Company Contributions to Deferred Comp Accounts | 87,888 |
| Profit Sharing | 42,799 |
Key governance terms: McCormick does not maintain employment agreements for NEOs (except where legally required), does not accrue dividends on unexercised/unvested equity, and does not provide tax gross-ups for personal benefits or airplane use .
Performance Compensation
Annual Incentive Structure and Outcomes
| Year | Metrics & Weighting | Target (% Base Salary) | Payout Factor (%) | Actual Payout (% Base) | Prior Year Actual (% Base) |
|---|---|---|---|---|---|
| 2024 | 70% Adjusted EPS; 21% Global McCormick Profit; 4.5% Global Sales Volume Growth; 4.5% Global Net Sales | 85 | 112 | 95 | 117 |
| 2023 | 70% Adjusted EPS; 24% Global McCormick Profit; 6% Global Net Sales | 85 | 138 | 117 | 5 |
| 2021 | 70% Adjusted EPS; 24% Global McCormick Profit; 6% Global Net Sales | 85 | 147 | 125 | 137 |
Adjusted EPS calibration examples:
- 2023 EPS: threshold equal to prior year; target +5.24%; max +10.48%; actual +8.06% → 154% payout for EPS component .
- 2021 EPS: threshold equal to prior year; target +3.89%; max +7.77%; actual +6.4% → 161.1% payout for EPS component .
Long-Term Incentives (LTI) Program
- Annual LTI awards delivered 50% PSUs (LTPP) and 50% time-vested stock options; target values set versus market data (WTW) and performance .
- FY2024 grants for Schwartz: PSUs under FY2024–FY2026 LTPP with threshold 3,457 shares, target 13,825, max 41,475; stock options 47,975 at $76.03, vest ratably over 3 years .
- FY2023–FY2025 and FY2024–FY2026 LTPP valuation shown in outstanding awards (maximum amounts reflected due to sales performance exceeding targets while relative TSR did not exceed target) .
- VCAP 11/30/2020 performance options: five-year performance period with stock price growth hurdles at 60%, 80%, 100%; threshold amounts remain due to underperformance, and unachieved tranches will be cancelled by November 30, 2025 .
Vested/Realized in 2024
| Item | Quantity | Value ($) |
|---|---|---|
| Stock awards vested (incl. FY2022–FY2024 LTPP shares) | 14,445 | 1,132,632 (at $78.41 close on vest date) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares beneficially owned | 230,750 |
| Common Non-Voting shares beneficially owned | 406 |
| Shares acquirable within 60 days (options/RSUs/LTPP) | 175,576 |
| Ownership % (class reference per proxy table) | 1.4% |
| Stock ownership guideline (All Other Executive Officers) | 2.0x base pay; five years to comply |
| Compliance status | In compliance (exceptions noted for other NEOs only) |
| Pledging/Hedging | Prohibited for executive officers |
Outstanding Equity Awards & Vesting Schedules (as of FYE 2024)
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule/Notes |
|---|---|---|---|---|---|
| 03/27/2024 Options | — | 47,975 | 76.03 | 03/27/2034 | Vests in equal increments on Mar 27, 2025–2027 |
| 03/29/2023 Options | 14,642 | 29,286 | 81.79 | 03/29/2033 | Remaining vests in equal increments on Mar 29, 2025–2026 |
| 03/30/2022 Options | 24,088 | 12,046 | 97.26 | 03/30/2032 | Remaining vests in equal increments on Mar 30, 2025 |
| 03/31/2021 Options | 40,850 | 0 | 89.16 | 03/31/2031 | Fully exercisable |
| 04/01/2020 Options | 18,848 | 0 | 69.31 | 04/01/2030 | Fully exercisable |
| 11/30/2020 VCAP Perf. Options | — | 53,220 (threshold unearned) | 93.49 | 11/30/2030 | Five-year program; unachieved tranches cancelled after 11/30/2025 |
| 12/01/2023 LTPP PSUs (FY24–FY26) | — | 27,650 (max) | — | — | Max amounts reflected; relative TSR modifier applied |
| 12/01/2022 LTPP PSUs (FY23–FY25) | — | 20,080 (max) | — | — | Max amounts reflected; cumulative sales > target to date |
Insider selling pressure indicators: multiple option tranches vest across 2025–2027, and significant PSUs are scheduled under overlapping LTPP cycles; however, 2024 showed no option exercises by Schwartz and 14,445 shares vested, indicating realized equity largely from PSUs rather than option exercise .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | None for NEOs (except where required by law) |
| Severance – Involuntary Termination (cash) | $1,647,000 (as of 2021 proxy) |
| Severance – Change in Control (cash) | $2,775,500 |
| Equity acceleration – Options | Death/Disability/CIC: $266,271; Retirement/Involuntary: $162,539 (value at proxy) |
| Equity acceleration – RSUs | Death/Disability/CIC: $294,019; Involuntary: $187,088; Retirement: — for Schwartz |
| Pension/SERP potential | Pension plan payment (retirement/involuntary/CIC): $254,626; disability $195,018; death $131,546 |
| Disability benefits | $142,381 |
| Change-of-control vesting | Acceleration on CIC for equity awards per plan; detailed in proxy schedules |
| Clawbacks | SEC 10D-compliant mandatory recovery; additional forfeiture/recoupment under 2022/2013 Omnibus Plans for misconduct/termination for cause; SOX 304 reimbursement on restatement due to misconduct |
| Pledging/Hedging | Prohibited for directors and executive officers |
| Tax gross-ups | Not provided for personal benefits or plane use |
| Dividends on unvested equity | Not accrued/paid on unexercised/unvested awards |
Deferred Compensation
| Year-End | Executive Contributions ($) | Company Contributions ($) | Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| 2024 | 64,898 | 87,888 | 182,107 | 1,084,452 |
| 2023 | 20,532 | 28,172 | 62,469 | 750,286 |
Compensation Structure Analysis
- Cash/equity mix: MKC emphasizes performance-based pay, with annual cash incentive and equal-mix PSUs/options in LTI; Schwartz’s equity components increased steadily from 2022 to 2024, while annual incentive rebounded from low 2022 payout (6–9% of target for NEOs) to strong 2023–2024 payouts, signaling pay-for-performance alignment .
- Performance metrics: Annual plan focuses on adjusted EPS and McCormick Profit (operating profit with a working capital charge), plus net sales and volume; long-term PSUs are tied to cumulative net sales and relative TSR, adding external performance benchmarking .
- Governance safeguards: Caps on incentive payouts, stock ownership guidelines (2x base for Schwartz category), clawbacks, and no pledging/hedging mitigate excessive risk-taking and align management with shareholders .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited for executive officers—reduces alignment risk from collateralization or hedging .
- Clawbacks: Robust dual-policy framework reduces misconduct risk and supports recourse in restatements .
- Option repricing: No evidence of repricing in disclosures provided; option strike prices set at grant date closing prices per plan rules .
- Say-on-Pay: No specific historical vote percentages disclosed in cited sections; governance report indicates continued alignment assessment by CHCC .
Investment Implications
- Alignment: Schwartz’s compensation is heavily performance-based and includes strict ownership, clawback, and anti-pledging policies—positive signals for investor alignment and risk control .
- Near-term equity supply: Multiple option tranches vest through 2025–2027 and PSUs under overlapping LTPP cycles could add selling pressure around vest dates, although 2024 realized value was from PSU vesting and no option exercises were reported .
- Retention and CIC economics: Defined severance and CIC cash plus accelerated equity provide predictable retention economics; absence of employment agreements and caps/clawbacks reduce shareholder risk from guaranteed pay or outsized severance .
- Performance linkage: Annual incentive outcomes tied to adjusted EPS and profit suggest a strong linkage to operational performance; long-term PSUs’ reliance on net sales and relative TSR makes payouts sensitive to top-line momentum and market-relative returns, which investors should monitor as drivers of future realized compensation and potential equity issuance .