Sarah Piper
About Sarah Piper
Sarah J. Piper, age 48, is McCormick’s Chief Human Relations Officer (CHRO) since 2022, following senior HR leadership roles in Global HR Business Partners, Americas HR, and Total Rewards dating back to 2017 . In fiscal 2024, McCormick delivered net sales growth of 1%, operating income +10%, adjusted operating income +5%, EPS +16%, and adjusted EPS +9%; over 10 years the company reported a total annual stockholder return of 10% . Annual incentives for corporate NEOs (including Piper) paid at 112% of target, while the FY2022–FY2024 PSU cycle vested at 155% of target, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCormick & Company, Incorporated | Chief Human Relations Officer | 2022–present | Executive HR leadership |
| McCormick & Company, Incorporated | Senior Vice President, Global Human Relations Business Partners | 2022 | Global HR business partnership |
| McCormick & Company, Incorporated | Vice President, Human Relations Americas | 2020–2022 | Americas HR leadership |
| McCormick & Company, Incorporated | Vice President, Total Rewards | 2017–2020 | Compensation and benefits leadership |
External Roles
No external directorships or public company board roles are disclosed for Sarah Piper in the latest proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (effective April 1) ($) | 475,000 | 550,000 |
| Target annual incentive (% of salary) | 70% | 80% |
| Payout factor (%) | 97% | 112% |
| Actual annual incentive (% of salary) | 97% | 90% |
| Actual bonus paid ($) | 459,515 | 491,480 |
| All other compensation ($) | 93,992 | 157,209 |
| Total compensation ($) | 1,776,880 | 2,058,418 |
Breakdown of 2024 “All Other Compensation” for Piper: Auto allowance $22,846; Executive benefit allowance $17,654; Financial counseling $16,481; Excess liability premiums $1,069; Employer 401(k) match $17,250; Company contributions to deferred comp $52,402; Profit sharing $29,507 .
Performance Compensation
Annual Incentive Design and Outcomes (2024)
| Metric | Weighting | Target | Actual | Component Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EPS growth | 70% | +8.58% for 100% payout | +10.44% | 129% | CHCC used constant currency; definition consistent with 10-K but adjusted for FX |
| Global McCormick Profit | 21% | Not disclosed | Not disclosed | Not disclosed | Operating profit adjusted for working capital and currency |
| Global Sales Volume Growth | 4.5% | Not disclosed | Not disclosed | Not disclosed | New metric added in 2024 to align with volume-driven growth |
| Global Net Sales | 4.5% | Not disclosed | Not disclosed | Not disclosed | Commercially sensitive, not disclosed |
| Total payout factor (corporate NEOs) | — | — | — | 112% | Applies to Piper |
Long-Term Incentive Plan (PSUs) Results and Pipeline
| Cycle | Primary Metric(s) | Payout (% of target) | Piper Shares Earned | Value At FYE |
|---|---|---|---|---|
| FY2022–FY2024 | Cumulative net sales growth; Relative TSR modifier | 155% | 1,445 | $113,302 |
| FY2023–FY2025 | Cumulative net sales; TSR modifier | In-progress | — | — |
| FY2024–FY2026 | Cumulative net sales; TSR modifier | In-progress | Threshold 1,633; Target 6,529; Max 19,587 (shares) | — |
Grants of Plan-Based Awards (2024) – Equity and Options
| Grant Date | Instrument | Piper Grant Detail | Terms |
|---|---|---|---|
| 12/1/2023 | PSUs (FY2024–FY2026) | Target 6,529 shares (threshold 1,633; max 19,587) | PSU payout 0–300% of target based on cumulative net sales + TSR modifier |
| 3/27/2024 | Stock options | 22,655 options; Exercise price $76.03; Grant-date FV $425,008 | Vest 1/3 each on 3/27/2025, 3/27/2026, 3/27/2027; expire 3/27/2034 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date)
| Holding Type | Shares |
|---|---|
| Common | 26,426 |
| Common Non-Voting | 0 |
| Acquirable within 60 days (options/RSUs/LTPP) | 21,666 |
| Note | No executive officer owns ≥1% of either class |
- Stock ownership guidelines: All other executive officers must hold stock equal to 2.0x base pay; Piper has until December 2027 to meet the requirement and is not yet in compliance as of the Record Date .
- Pledging/hedging: Executive officers are prohibited from pledging or hedging McCormick stock and short sales; policy codified in Corporate Governance Guidelines .
Outstanding Equity Awards (as of 11/30/2024) – Key Items
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 3/27/2024 | — | 22,655 | $76.03 | 3/27/2034 | Vest 1/3 annually 2025–2027 |
| 3/29/2023 | 6,460 | 12,920 | $81.79 | 3/29/2033 | Vest 1/2 on 3/29/2025 & 3/29/2026 |
| 3/30/2022 | 1,806 | 905 | $97.26 | 3/30/2032 | Vest 1/2 on 3/30/2025 |
| 3/31/2021 | 2,179 | 0 | $89.16 | 3/31/2031 | — |
| 4/01/2020 | 3,770 | 0 | $69.31 | 4/1/2030 | — |
| 11/30/2020 (VCAP perf. options) | — | 5,677 (threshold amount) | $93.49 | 11/30/2030 | Performance objectives not achieved above threshold; cancellation if not achieved by 11/30/2025 |
| Grant Date | PSUs/RSUs (Unearned/Unvested) | Market/Payout Value |
|---|---|---|
| 12/01/2023 (FY2024–2026 PSU) | 13,058 (max as modified by TSR) | $1,023,878 (based on $78.41) |
| 12/01/2022 (FY2023–2025 PSU) | 8,860 (max as modified by TSR) | $694,713 |
| 3/30/2022 RSUs | 212 remaining vest on 3/15/2025 | $16,623 (based on $78.41) |
Vesting in FY2024: 1,812 shares vested for Piper, including 1,445 PSU shares from FY2022–FY2024 and 367 RSUs; total value realized $138,359 based on $78.41 closing price on 11/29/2024 .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreements | None (except where required by law) |
| Severance Plan (no CIC) | Cash severance = 1.0x (base + full-year target incentive) for all others; pro‑rata annual incentive at target; equity vests for awards that would vest during severance period; options exercisable within 1 year |
| Severance Plan (CIC, double‑trigger) | Cash severance = 2.0x (base + full-year target incentive) for all others; full vesting of open LTPP cycles paid at target; full vesting of equity awards |
| Non‑compete / Non‑solicit | Covenants 12–24 months post-termination (18 months for CEO; 12–24 months for others) |
| Clawbacks | Mandatory recovery policy under Exchange Act Section 10D and NYSE; additional forfeiture/recoupment under 2022/2013 Plans for cause or covenant breaches; SOX 304 reimbursement on restatements due to misconduct |
| Tax gross‑ups | No excise tax gross‑ups; payments reduced to avoid excise if beneficial |
| Company airplane | Personal use taxed; no tax gross‑ups for imputed income; preferred for executive business travel |
Estimated Payments for Piper (hypothetical event on 11/30/2024)
| Category | Involuntary Termination (No CIC) | Change in Control (CIC) |
|---|---|---|
| Cash severance (base + target bonus) | $1,430,000 | $2,420,000 |
| LTPP FY2023–2025 (pro‑rata vs target) | $250,000 | $375,000 |
| LTPP FY2024–2026 (pro‑rata vs target) | $141,667 | $425,000 |
| Accelerated stock options (potential gain) | — | $53,919 |
| Accelerated RSUs | $16,623 | $16,623 |
| Pension Plan (present value) | $59,747 | $59,747 |
| Disability benefits (annual) | $81,540 | — |
Deferred Compensation
| Item | Amount (FY2024) |
|---|---|
| Executive contributions | $38,313 (salary and prior-year incentive deferrals) |
| Company contributions | $52,402 (NQRSP match + 3% profit sharing above IRS limit) |
| Aggregate earnings | $31,291 |
| Aggregate balance at FYE | $248,311 |
Say-on-Pay & Shareholder Feedback
Stockholders approved the compensation of the Named Executive Officers in the advisory vote at the 2025 Annual Meeting held March 26, 2025 .
Investment Implications
- Pay-for-performance alignment: Piper’s annual incentive is heavily weighted to Adjusted EPS and profit, with added sales volume growth and net sales metrics; corporate NEO payout was 112% of target, and PSUs paid at 155% for FY2022–2024, consistent with company EPS/net sales outcomes in 2024 .
- Insider selling pressure: Most options granted since March 2021 remained underwater at the Record Date, reducing near-term exercise/sale pressure; RSU/PSU vesting is modest (367 RSUs and 1,445 PSUs vested in 2024), implying limited forced selling from tax withholding and fewer discretionary sales .
- Ownership alignment: Executive stock ownership policy requires 2x base pay for Piper; she is not yet in compliance and has until December 2027, indicating some alignment gap versus policy; pledging/hedging prohibitions mitigate misalignment risk .
- Retention and change‑of‑control: Double‑trigger equity acceleration and 2.0x severance under CIC, plus 1.0x cash severance otherwise, provide competitive protection; non‑compete obligations (12–24 months) and clawbacks reduce governance risk and encourage performance continuity .
- Cost and structure signals: 2024 compensation increased via market adjustment to Piper’s salary and higher target equity, maintaining a balanced cash/equity mix with strong performance at-risk components; no tax gross‑ups and capped incentives are shareholder-friendly features .