Valarie Sheppard
Director at MKC
Board
About Valarie L. Sheppard
Valarie L. Sheppard, age 61, joined McCormick’s Board effective June 1, 2024 and is an independent director designated as an audit committee financial expert. She has 30+ years of finance leadership at Procter & Gamble, serving as Executive Vice President, Controller and Treasurer (2019–2021). She holds a BS in Accounting and MS in Industrial Administration from Purdue University’s Krannert School of Management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (P&G) | Executive Vice President, Controller & Treasurer | 2019–2021 | Led global finance, accounting and treasury; extensive audit and controls expertise; frequent interaction with Audit Committee at P&G |
| P&G | Senior Vice President, Comptroller & Treasurer | 2013–2019 | Corporate finance leadership, global business development (M&A) |
| P&G | Various senior finance roles (Global Fabric & Home Care; Beauty; Household Care; NE Asia Finance) | 1986–2013 | International operations leadership in Japan/Belgium; category finance; corporate A&D |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ibotta, Inc. (NYSE: IBTA) | Interim CFO | Mar 2025–present | Finance leadership during transition |
| Ibotta, Inc. (NYSE: IBTA) | Director | 2021–present | Audit Committee member; governance roles |
| KDC-One (private) | Director | 2021–present | Board service at supplier to personal/household care sectors |
Board Governance
- Committee assignments: Audit Committee member (effective June 1, 2024); the Audit Committee has five independent directors, four designated financial experts. Audit chair: Anne L. Bramman.
- Independence: Board determined Sheppard is independent under NYSE standards and McCormick guidelines.
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in fiscal 2024; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Michael D. Mangan; duties include presiding over executive sessions, agenda feedback, and shareholder liaison; term extended in March 2024.
- Executive sessions: Independent directors meet regularly (typically before and after each Board meeting) without management.
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Stock Awards (RSUs; grant-date fair value) | $25,005 |
| Option Awards (grant-date fair value) | $0 |
| Total | $75,005 |
- Standard director fee framework: Annual cash retainer $100,000; additional retainers for Lead Director ($30,000), Audit Chair ($25,000), CHCC Chair ($20,000), Nominating Chair ($15,000). First quarterly installment upon election paid in Common Stock; subsequent installments in cash.
- Annual equity for non-management directors: Options approximating $70,000 and RSUs approximating $100,000; full vest on March 15 following grant; acceleration upon death, disability, or change in control.
- FY2024 holdings snapshot: Sheppard had no unvested RSUs or options as of Nov 30, 2024.
Performance Compensation
- Directors do not have performance-conditioned equity; RSUs and options vest time-based per the director program. | Metric-linked Pay | Disclosure | |---|---| | Annual/long-term performance metrics for director pay | Not applicable; director equity vests by service time, not performance targets |
Other Directorships & Interlocks
- Current public company boards: McCormick & Company (MKC), Ibotta, Inc. (IBTA).
- Private board: KDC-One.
- Potential interlocks/conflicts: MKC disclosed no director, executive officer, or >5% stockholder related-party transactions since the beginning of fiscal 2024; MKC maintains formal related-person transaction procedures under Item 404.
- Note: Ibotta operates a digital promotions network used broadly by CPG companies; any MKC-Ibotta dealings would be subject to MKC’s related-party review. No such transactions are disclosed.
Expertise & Qualifications
- Audit/financial expertise: Designated audit committee financial expert; deep experience in external reporting, controls, treasury, M&A.
- International operations: Leadership in Europe and Asia with P&G; general management in international operations.
- Education: BS Accounting; MS Industrial Administration (Purdue Krannert).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 346 shares |
| Beneficial Ownership (Common Non-Voting) | 0 shares |
| Shares Outstanding (Common, Record Date) | 15,636,290 |
| Ownership as % of Common | ~0.0022% (346 / 15,636,290) |
| Options (exercisable/unexercisable) | None |
| Unvested RSUs | None |
| Pledging/Hedging | Prohibited for directors under Corporate Governance Guidelines |
| Stock Ownership Guideline | 5x annual retainer (i.e., 5 × $100,000); five-year compliance window from election |
| Guideline Status | Sheppard joined June 2024; has until 2029 to comply |
Governance Assessment
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Strengths
- Audit rigor and independence: Audit Committee fully independent with multiple financial experts; Sheppard adds deep controls and reporting experience.
- Alignment safeguards: No hedging/pledging for directors; robust related-party transaction oversight; independent Lead Director structure and regular executive sessions.
- Board refreshment: Appointment effective June 1, 2024 contributes to skill mix; overall Board independence at 84%.
-
Pay and ownership alignment
- Director pay is modest and largely time-based equity; Sheppard’s FY2024 compensation reflects partial-year service.
- Ownership guideline requires meaningful stake; Sheppard is within the compliance window (until 2029).
-
RED FLAGS / Watch items
- Dual role at Ibotta (interim CFO and director) creates a potential related-party risk should MKC transact with Ibotta’s promotions network; MKC discloses no such transactions to date and maintains formal review procedures. Monitor for future disclosures.
-
Shareholder signals
- Say-on-pay support in 2024 at approximately 96% suggests positive investor sentiment toward MKC’s compensation governance framework; enhances overall confidence in CHCC oversight.