Jay Henderson
J M SMUCKERAbout Jay Henderson
Independent Director since 2016; age 69. Retired Vice Chairman, Client Service at PricewaterhouseCoopers LLP; CPA since 1977, and designated an Audit Committee Financial Expert at SJM. Board determined he is independent under NYSE/SEC rules and he met the company’s attendance requirement (≥75% of meetings) in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Vice Chairman, Client Service | 2007–2016 | Led major client relationships; worked extensively with boards and audit committees |
| PricewaterhouseCoopers LLP | Managing Partner, Greater Chicago Market | 2003–2013 | Oversaw regional operations and client service |
External Roles
| Company | Role | Committees | Since |
|---|---|---|---|
| Northern Trust Corporation | Lead Director; Chair, Corporate Governance Committee | Member: Audit, Risk, Human Capital & Compensation, Technology & Operations, Executive Committees | July 2016 |
| Illinois Tool Works Inc. | Director; Chair, Audit Committee | Member: Finance, Executive Committees | August 2016 |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert (with Jodi Taylor) .
- Independence: Board annually affirmed Henderson’s independence along with other non-employee directors .
- Attendance and engagement: All directors met the ≥75% attendance threshold and attended the 2024 virtual Annual Meeting; Audit Committee held 11 meetings in FY2025 .
- Lead Independent Director: Not Henderson; Board intends to appoint Jonathan Johnson III as Lead Independent Director upon re-election .
| Committee | Role | FY2025 Meetings | Financial Expert |
|---|---|---|---|
| Audit | Member | 11 | Yes (designated) |
Fixed Compensation
- Structure (FY2025): Annual cash retainer $100,000; Audit Committee member retainer $5,000; annual deferred stock unit (DSU) grant $160,000 (granted in October; vests immediately; dividends reinvested) .
- Structure (FY2026 changes): DSU grant increased to $170,000; additional $5,000 retainer for serving on a second committee (not applicable to Henderson currently) .
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base cash retainer | $100,000 | Standard non-employee director retainer |
| Audit Committee member retainer | $5,000 | Henderson is an Audit Committee member |
| DSU grant (equity) | $160,000 | Granted each October; vests immediately; dividends reinvested |
| Total cash earned (fees) | $105,000 | Matches base + committee retainer |
| Total equity (grant-date fair value) | $160,000 | DSUs under 2020 Plan |
| 2025 Director Compensation (Henderson) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| Stock Awards | $160,000 |
| Total | $265,000 |
Performance Compensation
- No performance-conditioned director equity; DSUs vest immediately upon grant and accrue dividend equivalents via reinvestment .
| Equity Award Feature | FY2025 Detail |
|---|---|
| DSU grant value | $160,000 |
| Grant timing | October annually |
| Vesting | Immediate |
| Dividends | Reinvested into DSUs |
Other Directorships & Interlocks
- Current public boards: Northern Trust Corporation (Lead Director) and Illinois Tool Works Inc. (Audit Chair) .
- Interlocks/conflicts: SJM disclosed related-party transactions involving certain directors (e.g., Circana and Kirk Perry) but none involving Henderson; Audit Committee oversees related-party approvals .
- Overboarding/time commitments: Company guidelines limit non-executives to ≤4 public company boards; Henderson serves on 3 (SJM, NTRS, ITW), within policy limits .
Expertise & Qualifications
- CPA since 1977; deep experience with audit committees and Fortune 500 boards; brings strategy, compliance, risk management, finance, and cybersecurity oversight insights .
- Audit Committee Financial Expert designation; Audit Committee responsible for financial reporting, internal controls, and cybersecurity risk oversight .
Equity Ownership
- Beneficial ownership: 16,115 SJM common shares (includes shares held via director plans) .
- Deferred stock units outstanding: 12,990 DSUs as of April 30, 2025 .
- Options: None for non-employee directors .
- Shares outstanding: 106,683,676; Henderson’s stake ≈ 0.015% (16,115 / 106,683,676) .
- Ownership alignment policies: Director stock ownership guideline = 5× annual cash retainer; all non-employee directors met requirement except Mercedes Abramo (Henderson met) . Company prohibits hedging and pledging by directors and officers .
| Ownership Metric | Value |
|---|---|
| Beneficially owned shares | 16,115 |
| DSUs outstanding | 12,990 |
| % of shares outstanding | ~0.015% (based on 106,683,676 shares) |
| Stock options | None |
| Hedging/pledging | Prohibited by policy |
| Ownership guideline compliance | Met (all non-employee directors except Abramo) |
Governance Assessment
-
Strengths
- Independence affirmed; Audit Committee Financial Expert, bolstering reporting integrity and cyber/financial risk oversight .
- Solid attendance culture; Audit Committee active (11 meetings), indicating robust oversight cadence .
- Ownership alignment via DSUs and stock ownership guidelines; anti-hedging/pledging policies reduce misalignment risk .
- No Henderson-related party transactions disclosed; Audit Committee pre-approval and related-party review in place .
-
Watch items
- Multiple board roles (Lead Director at NTRS; Audit Chair at ITW) increase time demands; still within company overboarding limits (≤4 boards) .
- Director equity is not performance-vested; DSUs vest immediately, standard for directors but offers limited pay-for-performance linkage compared to executives .
-
Signals affecting investor confidence
- Board’s use of independent comp consultant (Semler Brossy) and regular refreshment/skills matrix support effective governance .
- Executive sessions and planned Lead Independent Director rotation enhance independent oversight; Henderson contributes financial expertise rather than lead role .
Overall, Henderson’s profile as an independent, financially sophisticated director and audit financial expert supports board effectiveness in financial reporting and risk oversight, with no disclosed conflicts tied to him and alignment policies in place .