Dawn Willoughby
J M SMUCKERAbout Dawn Willoughby
Independent director of The J. M. Smucker Company (SJM) since 2017; age 56. Former Executive Vice President and Chief Operating Officer at The Clorox Company, with earlier senior general management roles across Clorox and nine years in sales management at Procter & Gamble. Chairs SJM’s Nominating, Governance, and Corporate Responsibility Committee; deemed independent by the Board under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Executive Vice President & Chief Operating Officer | Sep 2014–Jan 2019 | Led operations; prior roles included SVP/GM Cleaning Division; VP/GM Home Care; VP/GM Glad Products |
| Procter & Gamble (P&G) | Sales management roles | ~9 years | Commercial leadership across categories |
External Roles
| Company | Role | Committees | Tenure |
|---|---|---|---|
| International Flavors & Fragrances, Inc. | Director; Chair of Governance & Corporate Responsibility Committee | Human Capital & Compensation; Innovation | Since Feb 2023 |
| TE Connectivity Ltd. | Director | Management Development & Compensation | Since Mar 2020 |
Board Governance
- Committee assignments: Chair, Nominating, Governance, and Corporate Responsibility Committee; current members in FY2025: Willoughby (Chair), Kirk Perry, Alex Shumate (retired Aug 13, 2025; Jonathan Johnson III to join upon re-election) .
- Independence: Board determined Willoughby is independent; 8 of 9 directors independent following annual meeting .
- Attendance and engagement: Board held six meetings; all directors attended at least 75% of Board and Committee meetings; Nominating Committee held three meetings in FY2025; executive sessions of independent directors held four regularly scheduled plus two after special meetings in FY2025 .
- Lead Independent Director: Board intends to appoint Jonathan Johnson III as Lead Independent Director upon re-election; LID duties include presiding executive sessions, agenda/materials input, CEO evaluation support .
Fixed Compensation
| Component | FY2025 | FY2026 |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Additional retainer – Nominating Committee Chair | $15,000 | $15,000 |
| Additional retainer – Second committee service | — | $5,000 |
| Annual grant – Deferred Stock Units (DSUs) | $160,000 | $170,000 |
| Director meeting fees | Not disclosed | Not disclosed |
2025 actual director compensation for Willoughby:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $115,000 |
| Stock awards (grant-date fair value, ASC 718) | $160,000 |
| Option awards | — |
| All other compensation | — |
| Total | $275,000 |
Key mechanics:
- DSUs are granted in October, vest immediately upon grant, and reinvest dividends into additional DSUs; DSUs are awarded under SJM’s 2020 Equity and Incentive Compensation Plan .
Performance Compensation
| Performance-Based Component | Metric(s) | Vesting/Determination |
|---|---|---|
| None disclosed for directors | N/A | DSUs vest immediately; no performance metrics apply to director equity |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Other public boards | IFF (committee chair roles); TE Connectivity (compensation committee service) |
| Interlocks/conflicts | Nominating Committee explicitly oversees potential conflicts and corporate responsibility; no related-party transactions disclosed involving Willoughby; Audit Committee reviews related-party transactions under policy |
| Board service limits | SJM guidelines limit non-executive public company directors to ≤4 boards including SJM; Willoughby’s current public boards (SJM, IFF, TE Connectivity) are within policy |
Expertise & Qualifications
- Senior operating leadership in consumer goods (Clorox COO); people management and strategy; sales and marketing; corporate responsibility oversight experience; governance committee leadership on external boards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership – SJM common shares | 14,738 shares | |
| Deferred Stock Units outstanding (as of Apr 30, 2025) | 14,597 units | |
| Shares outstanding (for % calc) | 106,683,676 shares | |
| Ownership as % of shares outstanding | ~0.0138% | Computed from 14,738 / 106,683,676 using cited values |
| Stock ownership guideline | ≥5× annual cash retainer for non-employee directors | |
| Guideline compliance | All non-employee directors met/exceeded requirement except Abramo; Willoughby meets/exceeds | |
| Hedging/pledging | Company policy prohibits hedging and pledging | |
| Section 16(a) compliance | All directors/officers were timely in FY2025 |
Governance Assessment
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Strengths:
- Independent director with deep operating background; chairs Nominating, Governance, and Corporate Responsibility Committee that oversees board composition, conflicts, succession, and ESG/corporate responsibility—key for board effectiveness and risk oversight .
- Compensation structure aligns directors with shareholders via DSUs granted annually; immediate vesting with dividend reinvestment; robust ownership guidelines met by Willoughby .
- Board conducts regular executive sessions of independent directors; planned LID appointment strengthens independent oversight .
- No related-party transactions disclosed for Willoughby; formal related-party review policy overseen by Audit Committee .
-
Watch items:
- Multiple public boards (SJM, IFF, TE Connectivity) increase time commitments; currently within SJM’s ≤4 board limit but merits ongoing monitoring for workload and potential industry adjacency with ingredient suppliers (no transactions disclosed) .
- Director compensation trend includes increased DSU grant for FY2026 (+$10,000), modestly raising equity exposure; generally shareholder-aligned but monitor overall board pay trajectory versus performance and peer benchmarking .
-
Shareholder signals:
- Say-on-pay approval of ~94% at 2024 annual meeting indicates broad investor support for SJM’s pay practices (context for governance climate) .
No education details were disclosed in the proxy for Willoughby; no director-specific meeting fee or perquisite amounts beyond general program samples were disclosed .