Terry Thomas
Director at MKC
Board
About Terry S. Thomas
Independent director at McCormick & Company, Incorporated (MKC) since 2024; age 55; currently serves on the Audit Committee. Thomas brings 30+ years of global CPG experience and is Chief Growth Officer at Flowers Foods, Inc.; he previously held senior commercial roles at Unilever plc and served on Flowers Foods’ board audit committee, supporting his governance and financial oversight credentials . The Board affirmatively determined his independence, including review of an immaterial commercial relationship between MKC and Flowers Foods (details below) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever plc | Global Chief Customer Officer (Personal Care) | 2022–2023 | Led global customer strategy; member, Unilever Global Diversity & Inclusion Board |
| Unilever plc | U.S. Chief Customer Officer; SVP U.S. Grocery Channel | 2013–2022 | Executed multi-channel growth across U.S. grocery and retail networks |
| Flowers Foods, Inc. | Director; Audit Committee Member | 2020–2023 | Audit oversight; transitioned to executive role subsequently |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Flowers Foods, Inc. (NYSE: FLO) | Chief Growth Officer | Sept 2023–present | Oversees brands, marketing, sales, revenue mgmt, food service, R&D, innovation, e-commerce, corporate strategy, and M&A across North America |
Board Governance
- Independence: The Board determined Thomas is independent under NYSE standards; MKC/Flowers Foods commercial relationship deemed not material (payments <2% of Flowers revenues; Thomas not involved in negotiations; products available from other sources; arm’s-length) .
- Committee assignment: Audit Committee member (Audit Committee chaired by Anne Bramman; four of five members qualify as “audit committee financial experts”) .
- Attendance: In fiscal 2024, each director attended at least 75% of Board and applicable committee meetings; Board held six regular meetings; all directors attended last year’s Annual Meeting .
- Executive sessions and oversight: Independent directors meet in regularly scheduled executive sessions (before and after each Board meeting); MKC maintains Lead Independent Director (Michael D. Mangan) for added oversight while CEO chairs the Board .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $75,000 | Prorated vs standard $100,000 (first quarterly installment in Common Stock; subsequent in cash) |
| Committee chair fees | $0 | Thomas is not a committee chair (Audit chair: Bramman) |
| Lead Director premium | $0 | Lead Director is Mangan (not Thomas) |
Performance Compensation
| Equity Component (FY2024) | Grant Date Fair Value | Units/Terms | Vesting |
|---|---|---|---|
| RSUs (2024 annual grant) | $125,082 | 1,344 unvested RSUs as of 11/30/2024 | RSUs vest in full on March 15 following grant year, contingent on continued service; dividends received upon vesting if deferral elected; no voting rights until deferral expires |
| Stock options (2024 annual grant) | $70,012 | 3,732 unexercisable options as of 11/30/2024 | Options vest in full on March 15 following grant year, contingent on continued service |
| Change-in-control/death/disability | — | All outstanding director options and RSUs become fully exercisable/vest upon disability, death, or change in control while serving |
MKC director equity is time-based; there are no performance metrics tied to director grants (metrics apply to executives only). Annual director grants target ~$100k RSUs and ~$70k options under the 2022 Omnibus Plan .
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Flowers Foods, Inc. | Public | Director; Audit Committee Member | 2020–2023 (prior 5 years) |
| — | — | Current public company boards | None |
- Potential interlock/conflict: MKC has a commercial relationship with Flowers Foods; Board concluded it is not material given: payments <2% of Flowers consolidated revenues; Thomas did not negotiate or execute transactions; products supplied by MKC are readily substitutable; all transactions at arm’s length .
- Related-party transactions: MKC states no director, executive officer, or >5% holder had a direct or indirect material interest in any related person transaction since the beginning of fiscal 2024 (under Item 404 thresholds) .
Expertise & Qualifications
- Senior executive experience at publicly traded multinational companies; strategic leadership; consumer marketing; general management in international operations .
- Audit committee service experience and broad commercial leadership across brands and revenue management .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership – Common Stock | 387 shares | As of Record Date (Dec 31, 2024) |
| Beneficial ownership – Common Stock Non-Voting | 0 shares | — |
| Unvested RSUs (as of 11/30/2024) | 1,344 | Director annual grant outstanding |
| Unexercisable options (as of 11/30/2024) | 3,732 | Director annual grant outstanding |
| Ownership as % of Common outstanding | ≈0.0025% | Derived: 387 ÷ 15,636,290 Common shares outstanding on Record Date |
| Pledging/hedging | Prohibited | Corporate Governance Guidelines prohibit directors and Board-appointed officers from pledging or hedging MKC stock |
| Director stock ownership guideline | 5× annual retainer within 5 years | Annual retainer $100,000; Thomas joined Jan 2024 and has until 2029 to comply |
Governance Assessment
- Strengths: Independent Audit Committee member; clear independence determination despite Flowers Foods relationship; robust director ownership guidelines; prohibitions on pledging/hedging; strong overall Board independence (11 of 13; 84%) and oversight processes (Lead Director, executive sessions) .
- Alignment and incentives: Director pay is majority equity (Thomas FY2024 equity $195,094 vs cash $75,000 ≈72% equity), with standard time-based vesting supporting long-term alignment; RSUs and options vest annually on March 15, with CIC protection consistent with market .
- Attendance/engagement: At least 75% attendance across Board/committees in FY2024; all directors attended last Annual Meeting, indicating engagement .
- Watchpoints/RED FLAGS:
- Low current ownership versus 5× retainer guideline (has until 2029 to reach compliance, but current 387 shares is minimal) .
- Ongoing MKC–Flowers commercial ties warrant continued monitoring for any changes in materiality or involvement; current safeguards and immateriality determination reduce conflict risk .
- Broader investor sentiment: Say-on-pay support was ~96% at 2024 Annual Meeting, signaling favorable governance context, though not director-specific .