Maritza Montiel
MCCORMICK & COAbout Maritza G. Montiel
Independent director of McCormick & Company, Incorporated (MKC) since 2015; age 73. Former Deputy CEO and Vice Chairman of Deloitte’s U.S. business with 40+ years at the firm; recognized by MKC’s Board as an “audit committee financial expert.” Currently serves on MKC’s Audit Committee and is deemed independent under NYSE standards. Also a current director of Royal Caribbean Group; prior five-year public board service includes AptarGroup and Comcast.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (U.S.) | Deputy CEO & Vice Chairman | Through Jun-2014 (retired) | Led transformation of Federal Government Services Practice; served on Deloitte Global Board |
| Deloitte (U.S.) | Regional Managing Partner, Southwest Region | Not disclosed | Led region through significant growth |
| Deloitte (U.S.) | Managing Partner, Leadership Development & Succession; Leader, Deloitte University initiative | Not disclosed | Built leadership curriculum and next-gen leadership development platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Caribbean Group (NYSE: RCL) | Director | Current | Not disclosed in MKC proxy |
| AptarGroup, Inc. | Director | Within past 5 years (former) | Not disclosed |
| Comcast Corporation | Director | Within past 5 years (former) | Not disclosed |
Board Governance
- Independence: Board determined Ms. Montiel is independent under NYSE listing standards; no material relationships disclosed.
- Committee assignments (FY2024): Audit Committee member; Audit Committee met 6 times in FY2024. No chair roles listed for Ms. Montiel.
- “Audit committee financial expert” designation: Yes (SEC definition).
- Attendance and engagement: Each incumbent director attended at least 75% of Board and applicable committee meetings in FY2024; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in regular executive sessions, typically before and after each Board meeting.
- Say-on-Pay results: 2024 support approximately 96% of votes cast; 2025 advisory say-on-pay passed (see vote counts below).
Fixed Compensation (Non-Management Director; FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (RSUs) – grant date fair value | $100,034 |
| Option Awards – grant date fair value | $70,012 |
| Total | $295,046 |
-
Structure and retainers (FY2024): Annual Board retainer $100,000; Lead Director +$30,000; Committee Chairs: Audit +$25,000; CHCC +$20,000; Nominating & Corporate Governance +$15,000. Annual director equity: options ($70,000) and RSUs ($100,000), both vest fully on March 15 of the year following grant, subject to continued service; acceleration on death, disability, or change-in-control. Directors may defer cash fees and/or RSUs under the Non-Qualified Retirement Savings Plan; amounts track selected investment benchmarks.
-
Deferral election: Ms. Montiel elected to defer her 2024 RSUs ($100,034) under the plan.
Performance Compensation
- Not applicable to directors: MKC director equity awards (options and RSUs) are time-vested and not tied to performance metrics; outstanding director equity accelerates upon death, disability, or change in control.
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| Royal Caribbean Group (NYSE: RCL) | Current | MKC proxy lists current service. No MKC-related transaction conflicts disclosed. |
| AptarGroup, Inc. | Former (past 5 years) | No MKC-related transaction conflicts disclosed. |
| Comcast Corporation | Former (past 5 years) | No MKC-related transaction conflicts disclosed. |
- Related party transactions: MKC states no director, executive officer, or >5% stockholder had a direct or indirect material interest in any related person transaction since the beginning of fiscal 2024. MKC maintains a formal related-person transaction review process.
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; high financial literacy.
- Strategic leadership: Senior leadership at a large, complex professional services organization; international operating experience.
- Governance and regulatory: Governmental and regulatory expertise; experience developing governance and shared-responsibility models.
- M&A: Merger, acquisition, and joint venture experience.
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership – Common | 29,474 shares (includes 28,430 shares acquirable within 60 days via options/RSUs) |
| Beneficial ownership – Common Non-Voting | 5,000 shares |
| Stock options outstanding | 23,880 exercisable; 3,732 unexercisable (Common Stock) as of 11/30/2024 |
| Unvested RSUs | 1,344 units (Common Stock) as of 11/30/2024 |
| Ownership guidelines | Non-management directors must hold shares worth ≥5x annual cash retainer ($100,000) within five years; Ms. Montiel is currently in compliance. |
| Hedging/pledging | Directors and officers may not hedge or pledge Company stock; no pledging by Ms. Montiel disclosed. |
Insider Trades (selected recent filings)
| Filing Date | Effective/Report Date | Form | Summary |
|---|---|---|---|
| Apr 2, 2025 | Apr 1, 2025 | Form 4 | Transaction reported in SEC Form 4 (details in filing) |
| Mar 18, 2025 | Mar 18, 2025 | Form 4 | Annual RSU distribution of common stock equal to 100% of the grant reported |
| Aug 15, 2024 | Aug 15, 2024 | Form 4 | Statement of changes in beneficial ownership filed (see filing) |
| Mar 29, 2024 | Mar 27, 2024 | Form 4 | Statement of changes in beneficial ownership filed (see filing) |
Note: GuruFocus summarizes a sale of 5,912 MKC shares on Apr 1, 2025 attributed to Ms. Montiel; confirm against the underlying SEC Form 4.
Shareholder Voting Context (Engagement Signals)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Mar 26, 2025 | Election – Maritza G. Montiel | 8,157,801 | 97,971 | 32,263 | 3,974,311 |
| Mar 26, 2025 | Say-on-Pay (advisory) | 7,834,077 | 162,008 | 291,950 | 3,974,311 |
| Mar 27, 2024 | Say-on-Pay (advisory) | 9,262,165 | 428,103 | 356,767 | 3,447,262 |
- MKC reports “approximately 96%” support for 2024 say-on-pay.
Policy Protections & Alignment
- Director stock ownership guidelines: 5x annual retainer; compliance reviewed annually by CHCC; Ms. Montiel in compliance.
- Clawback/recoupment: MKC maintains two compensation recovery policies (SEC 10D-mandated policy and plan-based policy under the 2022 Omnibus Incentive Plan) that can apply to share- and cash-based awards.
- Prohibition on hedging/pledging: Applies to directors and officers.
- Change-in-control and disability/death: Director options become fully exercisable and RSUs vest.
Governance Assessment
Strengths
- Deep finance, audit, and governance credentials; designated “audit committee financial expert,” enhancing Audit Committee oversight capacity.
- Clear independence with no related-party transactions disclosed; Board-wide related-person transaction controls in place.
- Solid engagement indicators: at least 75% attendance, Audit Committee service, and strong say-on-pay support in 2024; 2025 director election support robust.
- Alignment: In-compliance with stringent director stock ownership guideline; elected to defer RSUs, signaling a long-term orientation.
Watch items
- Insider selling in 2025 (verify exact volumes and context via SEC Form 4); while director transactions are common for liquidity and tax, monitor for patterns that could weaken perceived alignment if sustained.
Overall implication for investors: Ms. Montiel’s long-tenured Deloitte leadership and financial expertise, independence, and Audit Committee role support MKC’s board effectiveness and control environment. With ownership guideline compliance and deferral elections, incentives appear aligned with shareholders; no conflicts or governance red flags are disclosed in the latest proxy cycle.