Michael Mangan
Lead Independent Director at MKC
Board
About Michael D. Mangan
Michael D. Mangan, age 68, has served on McCormick’s Board since 2007 and is the Lead Independent Director. He brings senior executive experience as former President of the Worldwide Power Tools & Accessories group at The Black & Decker Corporation and prior CFO roles at Black & Decker and The Ryland Group, with deep financial literacy, consumer marketing, and international management expertise. He is independent under NYSE standards, and his Lead Director term was extended by the Board for another two years in March 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Black & Decker Corporation | President, Worldwide Power Tools & Accessories | 2008–2010 (until acquisition by The Stanley Works) | Strategic leadership; oversight of international consumer marketing |
| The Black & Decker Corporation | Chief Financial Officer | Not disclosed (prior to 2010) | Oversaw financial reporting, audit, internal controls, planning, corporate finance, IS |
| The Ryland Group, Inc. | Executive Vice President & Chief Financial Officer | Not disclosed | Oversaw audit, financial reporting, planning, corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutrisystem, Inc. | Director | Within last 5 years (dates not disclosed) | Past public company directorship |
| Current public company boards | — | — | None |
Board Governance
- Roles and committees: Lead Independent Director; member, Compensation & Human Capital Committee (CHCC) and Nominating & Corporate Governance Committee. Lead Director duties include presiding over executive sessions, calling meetings of independent directors, input on agendas/schedules, and liaison with management; term extended March 2024.
- Independence: Determined independent by the Board under NYSE standards. Board independence: 84% in 2025.
- Attendance and engagement: In fiscal 2024, the Board held 6 regular meetings; each incumbent director attended at least 75% of Board and committee meetings on which they served. Independent directors meet in executive session before/after each Board meeting.
- Committee activity (FY2024): Audit (6), CHCC (9), Nominating (4) meetings held.
- Stock ownership guidelines: Non-management directors must hold stock equal to 5× annual retainer within 5 years; Mr. Mangan is in compliance. Directors are limited to serving on no more than four other public company boards (all nominees in compliance).
- Insider trading/hedging: Directors/officers may not hedge or pledge Company stock; certain officers/directors require pre-clearance for trades.
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash retainer and fees (USD) | $120,000 | $130,000 |
| Notes | Includes $30,000 Lead Director retainer (embedded in cash total) | Includes $30,000 Lead Director retainer (embedded in cash total) |
- Director fee structure (FY2024): Annual Board retainer $100,000; Lead Director additional $30,000; Committee Chairs: Audit $25,000; CHCC $20,000; Nominating $15,000. First quarterly installment paid in stock; remainder paid in cash.
Performance Compensation
| Equity Element | FY2023 | FY2024 | Vesting / Terms |
|---|---|---|---|
| RSU grant date fair value (USD) | $100,036 | $100,034 | RSUs vest in full on March 15 following grant, subject to service; accelerate on death, disability, or change in control |
| Stock option grant date fair value (USD) | $60,004 | $70,012 | Options vest in full on March 15 following grant, subject to service; accelerate on death, disability, or change in control |
- Director equity is time-based (no performance metrics). Awards granted under the 2022 Omnibus Plan are subject to Company clawback policies for incentive compensation and may be forfeited or reimbursed under specified circumstances.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | Nutrisystem, Inc. |
| CHCC interlocks | None reported; no CHCC member was an officer/employee in FY2024; no interlocking relationships requiring disclosure. |
Expertise & Qualifications
- Senior executive experience at a public multinational; high financial literacy; consumer marketing; international operations; strategic leadership.
Equity Ownership
| Holding Type | Amount | As-of / Notes |
|---|---|---|
| Beneficial ownership – Common Stock | 81,132 shares | Record date December 31, 2024 |
| Beneficial ownership – Common Stock Non-Voting | 4,234 shares | Record date December 31, 2024 |
| Exercisable options – Common | 40,696 | As of Nov 30, 2024 |
| Unexercisable options – Common | 3,732 | As of Nov 30, 2024 |
| Unvested RSUs – Common | 1,344 | As of Nov 30, 2024 |
- Ownership guideline status: In compliance with 5× retainer requirement.
- Pledging/hedging: Prohibited for directors and officers by policy.
Governance Assessment
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Strengths
- Long-tenured, independent Lead Director with renewed mandate and clearly defined responsibilities; strong financial and operating background supports effective oversight, CEO evaluation, and agenda-setting.
- Active committee service (CHCC and Nominating), with Board-level independence and regular executive sessions; attendance threshold met.
- Aligned incentives: balanced cash/equity director pay; equity is time-based (limits risk), and clawback policies are in place; robust stock ownership guidelines ensure alignment.
- No related-person transactions involving directors/officers >$120k since start of FY2024.
-
Watch items / potential red flags
- None identified specific to Mr. Mangan: no current outside public boards (lower interlock risk), policy prohibits pledging/hedging, and no related-party exposure disclosed.
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Say-on-Pay context (board oversight of pay): Shareholder support for executive compensation remained strong at ~96% in 2024 and ~97% in 2023.