W. Anthony Vernon
Director at MKC
Board
About W. Anthony Vernon
W. Anthony Vernon (age 68) is an independent director of McCormick & Company, Incorporated (MKC), serving since 2017. He is Chair of the Compensation and Human Capital Committee (CHCC) and brings senior public company leadership (former CEO of Kraft Foods Group) and deep consumer/food industry expertise, with executive experience at Johnson & Johnson and in private equity. His board tenure and committee leadership signal strong governance oversight and compensation alignment emphasis.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Group, Inc. | Chief Executive Officer | 2012–2014 | Led newly formed public company post-split; strategic and M&A oversight |
| Kraft Foods Group, Inc. | Senior Advisor and Executive Director | 2014–2015 | Continued leadership in transition period |
| Kraft Foods | EVP and President, North America | 2009–2012 | P&L leadership across North America |
| Ripplewood Holdings LLC | Healthcare Industry Partner | Prior to Kraft | Private equity operating/transactional experience |
| Johnson & Johnson (incl. Centocor) | Various leadership roles; President of Centocor | 23 years | Managed major consumer brands (Tylenol, Motrin, Pepcid AC, Imodium, Splenda) |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Nuvation Bio Inc. | Director | Current |
| Novocure Limited | Director | Current |
| Intersect ENT, Inc. | Director | Prior 5 years |
| Axovant Sciences, Inc. | Director | Prior 5 years |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee (CHCC).
- Independence status: Board determined Vernon is independent under NYSE standards.
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in fiscal 2024.
- Executive sessions: Independent directors meet regularly in sessions without management, typically before and after each Board meeting.
- Committee meeting cadence FY2024: Audit (6), CHCC (9), Nominating & Corporate Governance (4).
- Lead Independent Director framework: Michael D. Mangan is Lead Director; structure emphasizes independent oversight alongside combined Chairman/CEO.
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual Board retainer (cash) | $100,000 |
| CHCC Chair additional retainer | $20,000 |
| Total cash fees received | $120,000 |
| RSU grant (grant-date fair value) | $100,034 |
| Stock option grant (grant-date fair value) | $70,012 |
| Total reported director compensation | $290,046 |
Compensation structure and vesting:
- RSUs: Approx. $100,000 annually; vest in full on March 15 of the year following grant, contingent on continued service; deferral available; dividends paid upon vesting if deferred (since fiscal 2023).
- Options: Approx. $70,000 annually; vest in full on March 15 of the year following grant, contingent on continued service.
- Change-in-control/disability/death: Outstanding director stock options become fully exercisable and RSUs vest.
Performance Compensation
| Element | Grant Value (USD) | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs | $100,034 | Full vest on March 15 following grant if in service; dividends upon vesting if deferred (from FY2023) | None disclosed for directors (time-based vesting) |
| Stock Options | $70,012 | Full vest on March 15 following grant if in service | None disclosed for directors (time-based vesting) |
Notes:
- Director equity awards are time-based; McCormick’s clawback policies under Section 10D and the 2022 Omnibus Incentive Plan provide for recovery/forfeiture in specified circumstances.
Other Directorships & Interlocks
| Company | Relationship to MKC | Interlock/Conflict Notes |
|---|---|---|
| Nuvation Bio Inc. | Unrelated sector (biotech) | No related-party transactions disclosed; Board determined CHCC has no interlocks; Vernon is independent. |
| Novocure Limited | Unrelated sector (medical technology) | No related-party transactions disclosed; Vernon independent. |
- CHCC Interlocks and Insider Participation: No CHCC member was an MKC officer/employee in FY2024; no interlocking relationships requiring disclosure.
- Related-party transactions: None involving directors since beginning of FY2024.
Expertise & Qualifications
- Strategic leadership; public company CEO experience; food industry knowledge; M&A/JV expertise.
- High-level financial literacy; compensation alignment expertise via CHCC chair role.
- Committee uses independent consultant (WTW); consultant deemed independent; CHCC oversees pay and human capital policies.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common shares beneficially owned | 40,882 |
| Shares acquirable within 60 days (options/RSUs/LTPP) | 30,400 |
| Exercisable options (Common) | 30,400 |
| Unexercisable options (Common) | 3,732 |
| Unvested RSUs (Common) | 1,344 |
Alignment policies:
- Director stock ownership guideline: 5× annual retainer; all nominees in compliance except noted directors (not Vernon).
- Pledging/hedging: Directors and officers may not pledge MKC stock or engage in hedging transactions.
- Insider trading controls and pre-clearance for certain officers/directors.
Governance Assessment
- Board effectiveness: Vernon’s CHCC chairmanship anchors pay-for-performance alignment and human capital oversight; CHCC engages independent advisor (WTW) and reviews risk safeguards (multi-metric incentives, caps, ownership guidelines, clawbacks).
- Independence & conflicts: Board affirmed his independence; no related-party transactions; CHCC has no interlocks. These factors support investor confidence.
- Attendance & engagement: ≥75% attendance threshold met across Board/committees; CHCC met 9 times in FY2024, indicating active oversight cadence.
- Shareholder signals: Say-on-pay received ~96% approval at 2024 Annual Meeting, reflecting support for compensation practices overseen by CHCC.
- RED FLAGS: None disclosed—no pledging/hedging, no related-party transactions, no CHCC interlocks; options/RSUs time-based for directors; ownership guideline compliance.