Michael Conway
Director at MKC
Board
About Michael Conway
Michael A. Conway, age 58, has served as an independent director of McCormick & Company, Incorporated (MKC) since 2015. He is the former Chief Executive Officer of Starbucks North America, retiring in November 2024, and brings executive experience at publicly traded multinationals, consumer marketing expertise, and international general management, with specific knowledge of global consumer packaged foods markets relevant to McCormick’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | CEO, North America; prior roles: Group President, International & Channel Development; EVP & President, International Licensed Markets; EVP & President, Canada; President, Licensed Stores (U.S. & Latin America); President, Global Channel Development | CEO North America through Nov 2024; Group President 2021–Apr 2024; Licensed Markets 2020–2021; Canada 2018–2020; Licensed Stores 2016–2018; Channel Development 2013–2016 | Led expansion into emerging international markets; comprehensive commercial strategy responsibilities . |
| Johnson & Johnson | Worldwide President, McNeil Nutritional; various roles | 2010–2013 (McNeil Nutritional); broader tenure 2004–2013 | Senior leadership in consumer health brands . |
| Campbell Soup Company | Vice President, Adult Simple Meals Division; various roles | 2003–2004 (VP); broader tenure 1994–2004 | Food industry category leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No current or past five-year public company directorships disclosed . |
Board Governance
- Committee membership: Nominating and Corporate Governance Committee (member; not Chair) .
- Independence: Board determined Conway is independent under NYSE standards; reviewed Starbucks commercial relationship and found it not material (payments <2% of Starbucks revenue; no negotiation/execution involvement; arm’s-length; alternative supply sources) .
- Attendance and engagement: Board held six regular meetings in fiscal 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; Nominating & Corporate Governance met four times .
- Executive sessions: Independent directors meet regularly without management, typically before and after each Board meeting .
Fixed Compensation
| Component (FY 2024) | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $100,000 | Paid quarterly; first quarterly installment upon election paid in Common Stock . |
| Committee chair fees | None (member, not chair) | Chairs receive: Audit $25,000; CHCC $20,000; Nominating $15,000 . |
| Lead Director fee | None | Lead Director receives $30,000; not applicable to Conway . |
| Total FY2024 director compensation | $270,046 | Cash $100,000; RSUs $100,034; Options $70,012 . |
Director compensation structure:
- Annual option grant approximating $70,000 grant-date fair value; vests in full on March 15 following grant year, subject to continued service .
- Annual RSU grant approximating $100,000; vests in full on March 15 following grant year, subject to continued service; change-in-control, disability or death accelerate vesting .
- Deferral options via Non-Qualified Retirement Savings Plan for cash fees; no company contributions .
Performance Compensation
| Equity Award Type | Grant-Date Fair Value (FY 2024) | Vesting | Notes |
|---|---|---|---|
| RSUs | $100,034 | Full vest on March 15 following grant year | Directors may elect to defer receipt; dividends accrue upon vesting for deferred RSUs (grants starting fiscal 2023) . |
| Stock Options | $70,012 | Full vest on March 15 following grant year | Options for Common Stock; accelerate on disability, death, or change in control . |
Company-wide executive incentive metrics (context for governance and pay-for-performance oversight):
| Metric | Weight (Enterprise roles) | FY2024 Goal Structure | FY2024 Actual/Payout |
|---|---|---|---|
| Adjusted EPS growth | 70% | Threshold: equal to prior year (30% payout); Target: +8.58% (100%); Max: +14.93% (200%) | +10.44%; 129% payout on this component . |
| Global McCormick Profit (adj. operating income, WC-charged) | 21% | Targets confidential; peer-informed and balanced | Not disclosed . |
| Global Sales Volume Growth | 4.5% | Added for 2024 to align with volume-led growth | Not disclosed . |
| Global Net Sales | 4.5% | Peer-informed targets | Not disclosed . |
Other Directorships & Interlocks
| Entity | Relationship | Nature | Board Determination |
|---|---|---|---|
| Starbucks Corporation | Conway executive (CEO North America through Nov 2024) | Commercial relationship exists between McCormick and Starbucks | Not material; payments <2% of Starbucks revenue; no Conway involvement; arm’s-length; products readily available elsewhere . |
| Compensation & Human Capital Committee (CHCC) interlocks | None | No interlocking relationships requiring disclosure | Confirmed by proxy . |
Expertise & Qualifications
- Senior executive experience at publicly traded multinationals; strategic leadership; high financial literacy; consumer marketing; international operations; domain knowledge of food industry markets and customers .
- Board skills matrix shows strong coverage across strategic leadership, financial literacy, consumer marketing, and international operations for Conway .
Equity Ownership
| Ownership Detail (Record Date: Dec 31, 2024) | Amount |
|---|---|
| Beneficial ownership – Common Stock | 39,166 shares . |
| Beneficial ownership – Common Stock Non-Voting | None disclosed . |
| Shares acquirable within 60 days (options/RSUs) | 23,880 shares (options) . |
| Unexercisable options (Common) | 3,732 shares . |
| Unvested RSUs (Common) | 1,344 units . |
| Compliance with director stock ownership guidelines (≥5× annual retainer within 5 years) | In compliance (exceptions listed were Bramman, Thomas, Sheppard; Conway not among exceptions) . |
Alignment and restrictions:
- Directors and officers may not pledge Company stock or engage in hedging transactions; insider trading policy with pre-clearance and blackout periods for certain insiders .
Governance Assessment
- Independence and conflicts: Board affirmatively determined Conway’s independence; Starbucks commercial transactions reviewed and deemed immaterial with strong safeguards (no negotiation involvement, arm’s-length terms, de minimis revenue exposure) .
- Engagement and attendance: Meets Board’s attendance expectations; Board and committee cadence indicates active governance (six Board meetings; Nominating Committee met four times) .
- Ownership alignment: Conway is compliant with stringent director ownership guidelines (≥5× retainer); options and RSUs provide long-term alignment; pledging/hedging prohibitions strengthen alignment and risk control .
- Director compensation mix: Balanced cash retainer plus equity (RSUs and options with standard one-year vesting); no excessive cash guarantees; change-in-control acceleration provisions are standard for directors .
- Board effectiveness signals: Robust committee independence; use of executive sessions; formal risk oversight and ESG governance; CHCC retains independent consultant (WTW) and conducts annual risk assessments of incentive designs .
- Shareholder feedback: Say‑on‑pay support ~96% in March 2024, indicating broad investor confidence in pay practices overseen by the Board .
RED FLAGS
- None evident for Conway: No related party transactions requiring disclosure since beginning of fiscal 2024; no pledging/hedging; no other public company interlocks; attendance above minimum threshold .