Margaret Preston
MCCORMICK & COAbout Margaret M.V. Preston
Margaret M.V. Preston, age 67, is an independent director of McCormick & Company (MKC) and has served on the Board since 2003. She currently is Managing Director at Cohen Klingenstein LLC (since September 2021), and previously held senior leadership roles including Global CFO of Deutsche Bank Private Wealth Management, Global COO of Deutsche Bank Asset Management, and Managing Director/Regional Executive at U.S. Trust and TD Bank Private Wealth Management, with earlier roles at BT Alex. Brown and Alex. Brown & Sons in treasury and investment banking . She also serves on the board of Otis Worldwide Corporation (NYSE: OTIS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen Klingenstein LLC | Managing Director | Since Sep 2021 | Senior financial oversight and strategic leadership |
| Deutsche Bank – Private Wealth Management | Global Chief Financial Officer | Until retirement in 2019 | Financial oversight; risk management |
| Deutsche Bank Asset Management | Global Chief Operating Officer | Until retirement in 2019 | Strategic leadership; integration |
| U.S. Trust, Bank of America | Managing Director; Regional Executive, Private Wealth Mgmt | Until retirement in 2019 | Compliance and risk oversight for >$20B AUM |
| TD Bank Private Wealth Management | Managing Director | Until retirement in 2019 | Strategic direction, leadership |
| BT Alex. Brown (Investment Bank) | Chief Operating Officer | Prior role | Operational leadership |
| Alex. Brown & Sons | Treasurer; Investment Banking Managing Director | Prior role | Collateral management system; M&A direction |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Otis Worldwide Corporation (NYSE: OTIS) | Director | Current | Not disclosed in MKC proxy |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; previously a member of Compensation and Human Capital Committee until January 23, 2024 .
- Independence: The Board determined Preston is independent under NYSE standards .
- Attendance: In fiscal 2024, the Board held six regular meetings; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Committee activity: Nominating and Corporate Governance Committee held 4 meetings in fiscal 2024 .
- ESG oversight: Nominating and Corporate Governance Committee leads oversight of sustainability and ESG programs .
Fixed Compensation
| Component | FY2024 Policy/Amount | Preston FY2024 Actual | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $100,000 | $111,250 | First quarterly installment upon election paid in Common Stock; subsequent quarterly paid in cash |
| Committee Chair Fee (Nominating) | $15,000 | Included in cash fees | Chair retainers set per committee; Nominating at $15,000 |
| Lead Director Fee | $30,000 | N/A | Applies to Lead Director only |
| Audit Chair Fee | $25,000 | N/A | Applies to Audit Chair |
| Meeting Fees | None | None | No per-meeting fees disclosed |
Performance Compensation
| Equity Component | FY2024 Grant Value | Vesting | Deferral Elections | Notes |
|---|---|---|---|---|
| RSUs | $100,034 | Vest in full on March 15 following grant year, subject to service | RSUs deferred at Preston’s election: $100,034 | Dividends paid upon vesting for deferred RSUs (no voting rights until delivery) |
| Stock Options | $70,012 | Vest in full on March 15 following grant year, subject to service | N/A | Options become fully exercisable on disability, death, or change in control while serving |
Performance metrics do not apply to non-management director equity; awards are time-based. Company clawback policies apply to incentive compensation under the 2022 Plan and SEC 10D requirements, primarily for executives .
Other Directorships & Interlocks
| Company | Relationship to MKC | Potential Interlock/Conflict |
|---|---|---|
| Otis Worldwide Corporation | Unrelated industry | No related-party transactions disclosed for any director since beginning of FY2024 |
Expertise & Qualifications
- Senior executive experience at publicly-traded multinationals; strategic leadership; high financial literacy; M&A and alignment of compensation with performance .
- Extensive risk management, compliance, and integration experience across major financial institutions .
Equity Ownership
| Metric | Common Stock (Voting) | Common Stock Non-Voting | Notes |
|---|---|---|---|
| Beneficial Ownership (Record Date: Dec 31, 2024) | 157,960 | 13,253 | 1.0% of voting Common Stock class for Preston |
| Shares acquirable within 60 days (options/RSUs/LTPP) | 40,878 | 1,490 | Within 60 days of Record Date |
| Options – Exercisable | 29,516 (Common) | — | As of Nov 30, 2024 |
| Options – Unexercisable | 3,732 (Common) | — | As of Nov 30, 2024 |
| Unvested RSUs | 1,344 (Common) | — | As of Nov 30, 2024 |
| Stock Ownership Guidelines | 5x annual retainer | In compliance | Directors must hold ≥5x annual retainer; Preston is compliant |
| Pledging/Hedging | Prohibited for directors/officers | — | Corporate Governance Guidelines prohibit pledging/hedging by directors/officers |
Governance Assessment
- Committee leadership: Chairing Nominating & Corporate Governance enhances oversight of Board composition, succession, and ESG risk, supporting board effectiveness .
- Independence & attendance: Independent status and compliance with attendance thresholds bolster investor confidence in governance rigor .
- Ownership alignment: Preston’s sizable voting Common ownership (1.0%) and compliance with 5x retainer guidelines indicate strong “skin in the game” alignment with shareholders .
- Compensation structure: Director pay remains balanced (cash retainer plus time-based RSUs/options); RSUs and options vest on a standard schedule without performance metrics—reducing risk of misaligned incentives; FY2024 cash fees reflect chair responsibilities .
- Shareholder signals: MKC’s say‑on‑pay support ~96% at the 2024 Annual Meeting indicates broad investor approval of compensation practices overseen by CHCC; Nominating oversight of ESG further integrates governance with risk management .
- Conflicts/related‑party exposure: No director-related party transactions were identified since the beginning of FY2024; pledging/hedging prohibitions reduce alignment risk. RED FLAGS: None disclosed specific to Preston (no related-party transactions, no pledging/hedging, attendance compliant) .